ex412tos3a107319_12082009.htm


    Exhibit 4.12

     

    
      


       

      


       

      


       

      


       

      


       

      


       

      
        GENCORP
INC.

         
TO

      
         

        THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

         

      

      AS
TRUSTEE

       

      INDENTURE

       

      DATED AS
OF [●] [●], 20[●●]


       

      PROVIDING
FOR ISSUANCE OF

       

      DEBT
SECURITIES IN SERIES

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Trust
      Indenture Act Section

              	
                Indenture
      Section

              	 
	
                (§)
      310

              	 
      	
                (a)(1)

              	 
      	
                6.9

              	 
      
	 
      	 
      	
                (a)(2)

              	 
      	
                6.9

              	 
      
	 
      	 
      	
                (a)(3)

              	 
      	
                Not
      Applicable

              	 
      
	 
      	 
      	
                (a)(4)

              	 
      	
                Not
      Applicable

              	 
      
	 
      	 
      	
                (a)(5)

              	 
      	
                6.8

              	 
      
	 
      	 
      	
                (b)

              	 
      	
                6.8,6.10

              	 
      
	 
      	 
      	
                (c)

              	 
      	
                Not
      Applicable

              	 
      
	
                (§)
      311

              	 
      	
                (a)

              	 
      	
                6.13

              	 
      
	 
      	 
      	
                (b)

              	 
      	
                6.13

              	 
      
	 
      	 
      	
                (c)

              	 
      	
                Not
      Applicable

              	 
      
	
                (§)
      312

              	 
      	
                (a)

              	 
      	
                7.1,
      7.2

              	
                (a)

              
	 
      	 
      	
                (b)

              	 
      	
                7.2

              	
                (b)

              
	 
      	 
      	
                (c)

              	 
      	
                7.2

              	
                (c)

              
	
                (§)
      313

              	 
      	
                (a)

              	 
      	
                7.3

              	
                (a)

              
	 
      	 
      	
                (b)

              	 
      	
                7.3

              	
                (a)

              
	 
      	 
      	
                (c)

              	 
      	
                7.3

              	
                (a)

              
	 
      	 
      	
                (d)

              	 
      	
                7.3

              	
                (b)

              
	
                (§)
      314

              	 
      	
                (a)

              	 
      	
                7.4

              	 
      
	 
      	 
      	
                (b)

              	 
      	
                Not
      Applicable

              	 
      
	 
      	 
      	
                (c)(1)

              	 
      	
                1.4

              	 
      
	 
      	 
      	
                (c)(2)

              	 
      	
                1.4

              	 
      
	 
      	 
      	
                (c)(3)

              	 
      	
                Not
      Applicable

              	 
      
	 
      	 
      	
                (d)

              	 
      	
                Not
      Applicable

              	 
      
	 
      	 
      	
                (e)

              	 
      	
                1.4

              	 
      
	 
      	 
      	
                (f)

              	 
      	
                Not
      Applicable

              	 
      
	
                (§)
      315

              	 
      	
                (a)

              	 
      	
                6.1

              	 
      
	 
      	 
      	
                (b)

              	 
      	
                6.2

              	 
      
	 
      	 
      	
                (c)

              	 
      	
                6.1

              	 
      
	 
      	 
      	
                (d)

              	 
      	
                6.1

              	 
      
	 
      	 
      	
                (e)

              	 
      	
                5.14

              	 
      
	
                (§)
      316

              	 
      	
                (a)(1)(A)

              	 
      	
                5.12

              	 
      
	 
      	 
      	
                (a)(1)(B)

              	 
      	
                5.13

              	 
      
	 
      	 
      	
                (a)(2)

              	 
      	
                Not
      Applicable

              	 
      
	 
      	 
      	
                (b)

              	 
      	
                5.8

              	 
      
	 
      	 
      	
                (c)

              	 
      	
                1.6

              	
                (c)

              
	
                (§)
      317

              	 
      	
                (a)(1)

              	 
      	
                5.3

              	 
      
	 
      	 
      	
                (a)(2)

              	 
      	
                5.4

              	 
      
	 
      	 
      	
                (b)

              	 
      	
                10.3

              	 
      
	
                (§)
      318

              	 
      	
                (a)

              	 
      	
                1.9

              	 
      


      

      


      NOTE:
This reconciliation and tie shall not, for any purpose, be deemed to be a part
of the Indenture.

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

      Table of Contents

       

      
        	 	Page
	 	 
	
                ARTICLE
      1  DEFINITIONS AND OTHER PROVISIONS OF GENERAL
      APPLICATION

              	
                1

              
	 
      	 
      	 
      
	
                Section
      1.1

              	
                Definitions.

              	
                1

              
	
                Section
      1.2

              	
                Incorporation
      by Reference of Trust Indenture Act.

              	
                8

              
	
                Section
      1.3

              	
                Rules
      of Construction.

              	
                8

              
	
                Section
      1.4

              	
                Compliance
      Certificates and Opinions.

              	
                9

              
	
                Section
      1.5

              	
                Form
      of Documents Delivered to Trustee.

              	
                9

              
	
                Section
      1.6

              	
                Acts
      of Holders; Record Dates.

              	
                10

              
	
                Section
      1.7

              	
                Notices,
      Etc., to Trustee and Company.

              	
                11

              
	
                Section
      1.8

              	
                Notice
      to Holders; Waiver.

              	
                12

              
	
                Section
      1.9

              	
                Conflict
      with Trust Indenture Act.

              	
                12

              
	
                Section
      1.10

              	
                Effect
      of Headings and Table of Contents.

              	
                12

              
	
                Section
      1.11

              	
                Successors
      and Assigns.

              	
                12

              
	
                Section
      1.12

              	
                Separability
      Clause.

              	
                12

              
	
                Section
      1.13

              	
                Benefits
      of Indenture.

              	
                13

              
	
                Section
      1.14

              	
                Governing
      Law.

              	
                13

              
	
                Section
      1.15

              	
                Legal
      Holidays.

              	
                13

              
	
                Section
      1.16

              	
                Waiver
      of Jury Trial.

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      2  SECURITY FORMS

              	
                13

              
	 
      	 
      	 
      
	
                Section
      2.1

              	
                Forms.

              	
                13

              
	
                Section
      2.2

              	
                Additional
      Provisions Required in Global Securities.

              	
                14

              
	
                Section
      2.3

              	
                Form
      of Trustee’s Certificate of Authentication.

              	
                15

              
	
                Section
      2.4

              	
                Issuance
      of Physical Securities; Book-Entry Provisions for Global
      Securities

              	
                15

              
	 
      	 
      	 
      
	
                ARTICLE
      3  THE SECURITIES

              	
                16

              
	 
      	 
      	 
      
	
                Section
      3.1

              	
                Amount
      Unlimited; Issuable in Series.

              	
                16

              
	
                Section
      3.2

              	
                Denominations.

              	
                19

              
	
                Section
      3.3

              	
                Execution,
      Authentication, Delivery and Dating.

              	
                19

              
	
                Section
      3.4

              	
                Temporary
      Securities.

              	
                21

              
	
                Section
      3.5

              	
                Registration;
      Registration of Transfer and Exchange.

              	
                22

              
	
                Section
      3.6

              	
                Mutilated,
      Destroyed, Lost and Stolen Securities.

              	
                23

              
	
                Section
      3.7

              	
                Payment
      of Interest; Interest Rights Preserved.

              	
                24

              
	
                Section
      3.8

              	
                Persons
      Deemed Owners.

              	
                25

              
	
                Section
      3.9

              	
                Cancellation.

              	
                25

              
	
                Section
      3.10

              	
                Computation
      of Interest.

              	
                26

              
	
                Section
      3.11

              	
                CUSIP
      Numbers.

              	
                26

              
	
                Section
      3.12

              	
                Original
      Issue Discount.

              	
                26

              


         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        	 
      	 
      	 
      
	
                ARTICLE
      4  SATISFACTION AND DISCHARGE

              	
                26

              
	 
      	 
      	 
      
	
                Section
      4.1

              	
                Satisfaction
      and Discharge of Indenture.

              	
                26

              
	
                Section
      4.2

              	
                Application
      of Trust Money.

              	
                27

              
	 
      	 
      	 
      
	
                ARTICLE
      5  REMEDIES

              	
                28

              
	 
      	 
      	 
      
	
                Section
      5.1

              	
                Events
      of Default.

              	
                28

              
	
                Section
      5.2

              	
                Acceleration
      of Maturity; Rescission and Annulment.

              	
                29

              
	
                Section
      5.3

              	
                Right
      of Holders to Receive Payment and Suits for Enforcement by
      Trustee.

              	
                30

              
	
                Section
      5.4

              	
                Trustee
      May File Proofs of Claim.

              	
                31

              
	
                Section
      5.5

              	
                Trustee
      May Enforce Claims Without Possession of Securities.

              	
                31

              
	
                Section
      5.6

              	
                Application
      of Money Collected.

              	
                31

              
	
                Section
      5.7

              	
                Limitation
      on Suits.

              	
                32

              
	
                Section
      5.8

              	
                Unconditional
      Right of Holders to Receive Principal, Premium and
    Interest.

              	
                32

              
	
                Section
      5.9

              	
                Restoration
      of Rights and Remedies.

              	
                33

              
	
                Section
      5.10

              	
                Rights
      and Remedies Cumulative.

              	
                33

              
	
                Section
      5.11

              	
                Delay
      or Omission Not Waiver.

              	
                33

              
	
                Section
      5.12

              	
                Control
      by Holders.

              	
                33

              
	
                Section
      5.13

              	
                Waiver
      of Past Defaults.

              	
                33

              
	
                Section
      5.14

              	
                Undertaking
      for Costs.

              	
                34

              
	 
      	 
      	 
      
	
                ARTICLE
      6  THE TRUSTEE

              	
                34

              
	 
      	 
      	 
      
	
                Section
      6.1

              	
                Certain
      Duties and Responsibilities.

              	
                34

              
	
                Section
      6.2

              	
                Notice
      of Defaults.

              	
                35

              
	
                Section
      6.3

              	
                Certain
      Rights of Trustee.

              	
                36

              
	
                Section
      6.4

              	
                Trustee’s
      Disclaimers.

              	
                38

              
	
                Section
      6.5

              	
                May
      Hold Securities and Serve as Trustee Under Other
    Indentures.

              	
                38

              
	
                Section
      6.6

              	
                Money
      Held in Trust.

              	
                39

              
	
                Section
      6.7

              	
                Compensation
      and Reimbursement.

              	
                39

              
	
                Section
      6.8

              	
                Disqualification;
      Conflicting Interests.

              	
                40

              
	
                Section
      6.9

              	
                Corporate
      Trustee Required; Eligibility.

              	
                40

              
	
                Section
      6.10

              	
                Resignation
      and Removal; Appointment of Successor.

              	
                40

              
	
                Section
      6.11

              	
                Acceptance
      of Appointment by Successor.

              	
                42

              
	
                Section
      6.12

              	
                Merger,
      Conversion, Consolidation or Succession to Business.

              	
                43

              
	
                Section
      6.13

              	
                Preferential
      Collection of Claims Against Company.

              	
                43

              
	
                Section
      6.14

              	
                Investment
      of Certain Payments Held by the Trustee.

              	
                43

              
	
                Section
      6.15

              	
                Appointment
      of Authenticating Agent.

              	
                44

              
	 
      	 
      	 
      
	
                ARTICLE
      7  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND
    COMPANY

              	
                45

              
	 
      	 
      	 
      
	
                Section
      7.1

              	
                Company
      to Furnish Trustee Names and Addresses of Holders.

              	
                45

              
	
                Section
      7.2

              	
                Preservation
      of Information; Communications to Holders.

              	
                45

              
	
                Section
      7.3

              	
                Reports
      by Trustee.

              	
                46

              
	
                Section
      7.4

              	
                Reports
      by Company.

              	
                46

              


         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        	 
      	 
      	 
      
	
                ARTICLE
      8  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
      LEASE

              	
                46

              
	 
      	 
      	 
      
	
                Section
      8.1

              	
                Company
      May Consolidate, Etc., Only on Certain Terms.

              	
                46

              
	
                Section
      8.2

              	
                Successor
      Substituted.

              	
                47

              
	 
      	 
      	 
      
	
                ARTICLE
      9  SUPPLEMENTAL INDENTURES

              	
                47

              
	 
      	 
      	 
      
	
                Section
      9.1

              	
                Supplemental
      Indentures Without Consent of Holders.

              	
                47

              
	
                Section
      9.2

              	
                Supplemental
      Indentures with Consent of Holders.

              	
                48

              
	
                Section
      9.3

              	
                Execution
      of Supplemental Indentures.

              	
                50

              
	
                Section
      9.4

              	
                Effect
      of Supplemental Indentures.

              	
                50

              
	
                Section
      9.5

              	
                Conformity
      with Trust Indenture Act.

              	
                50

              
	
                Section
      9.6

              	
                Reference
      in Securities to Supplemental Indentures.

              	
                50

              
	 
      	 
      	 
      
	
                ARTICLE
      10  COVENANTS

              	
                50

              
	 
      	 
      	 
      
	
                Section
      10.1

              	
                Payment
      of Principal, Premium and Interest.

              	
                50

              
	
                Section
      10.2

              	
                Maintenance
      of Office or Agency.

              	
                51

              
	
                Section
      10.3

              	
                Money
      for Securities Payments to Be Held in Trust.

              	
                51

              
	
                Section
      10.4

              	
                Corporate
      Existence.

              	
                52

              
	
                Section
      10.5

              	
                Waiver
      of Certain Covenants.

              	
                53

              
	
                Section
      10.6

              	
                Compliance
      Certificate.

              	
                53

              
	 
      	 
      	 
      
	
                ARTICLE
      11  REDEMPTION OF SECURITIES

              	
                53

              
	 
      	 
      	 
      
	
                Section
      11.1

              	
                Applicability
      of Article.

              	
                53

              
	
                Section
      11.2

              	
                Election
      to Redeem; Notice to Trustee.

              	
                53

              
	
                Section
      11.3

              	
                Selection
      of Securities to Be Redeemed.

              	
                54

              
	
                Section
      11.4

              	
                Notice
      of Redemption.

              	
                55

              
	
                Section
      11.5

              	
                Deposit
      of Redemption Price.

              	
                55

              
	
                Section
      11.6

              	
                Securities
      Payable on Redemption Date.

              	
                56

              
	
                Section
      11.7

              	
                Securities
      Redeemed in Part.

              	
                56

              
	 
      	 
      	 
      
	
                ARTICLE
      12  REPURCHASE AT THE OPTION OF HOLDERS

              	
                56

              
	 
      	 
      	 
      
	
                Section
      12.1

              	
                Applicability
      of Article.

              	
                56

              
	
                Section
      12.2

              	
                Repurchase
      of Securities.

              	
                56

              
	
                Section
      12.3

              	
                Exercise
      of Option.

              	
                57

              
	
                Section
      12.4

              	
                When
      Securities Presented for Repurchase Become Due and
Payable.

              	
                57

              
	
                Section
      12.5

              	
                Securities
      Repurchased in Part.

              	
                58

              
	 
      	 
      	 
      
	
                ARTICLE
      13  SINKING FUNDS

              	
                58

              
	 
      	 
      	 
      
	
                Section
      13.1

              	
                Applicability
      of Article.

              	
                58

              
	
                Section
      13.2

              	
                Satisfaction
      of Sinking Fund Payments with Securities.

              	
                58

              
	
                Section
      13.3

              	
                Redemption
      of Securities for Sinking Fund.

              	
                59

              


         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

        	 
      	 
      	 
      
	
                ARTICLE
      14  DEFEASANCE AND COVENANT DEFEASANCE

              	
                59

              
	 
      	 
      	 
      
	
                Section
      14.1

              	
                Applicability
      of Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance.

              	
                59

              
	
                Section
      14.2

              	
                Defeasance
      and Discharge.

              	
                59

              
	
                Section
      14.3

              	
                Covenant
      Defeasance.

              	
                60

              
	
                Section
      14.4

              	
                Conditions
      to Defeasance or Covenant Defeasance.

              	
                60

              
	
                Section
      14.5

              	
                Deposited
      Money and U.S. Government Obligations to be Held in Trust; Other
      Miscellaneous Provisions.

              	
                62

              
	
                Section
      14.6

              	
                Reinstatement.

              	
                63

              
	
                Section
      14.7

              	
                Qualifying
      Trustee.

              	
                63

              
	 
      	 
      	 
      
	
                ARTICLE
      15  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS
      AND EMPLOYEES

              	
                63

              
	 
      	 
      	 
      
	
                Section
      15.1

              	
                Exemption
      from Individual Liability.

              	
                63

              


      

      


      


      NOTE:
This table of contents shall not, for any purpose, be deemed to be a part of the
Indenture.

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

       

      INDENTURE,
dated as of [●] [●], 20[●●], between
GenCorp Inc., a corporation duly organized and existing under the laws of the
State of Ohio (herein called the “Company”), having its principal office at
Highway 50 and Aerojet Road, Rancho Cordova, California 95742, and The Bank
of New York Mellon Trust Company, N.A., a national banking association
organized and existing under the laws of the United States of America, as
Trustee (herein called the “Trustee”).

       

      RECITALS
OF THE COMPANY

       

      The
Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness (herein called the “Securities”), to be issued in one
or more series as provided in this Indenture.

       

      All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

       

      NOW,
THEREFORE, THIS INDENTURE WITNESSETH:

       

      For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually agreed, for the equal and proportionate benefit
of all Holders of the Securities or of series thereof, as follows:

       

      ARTICLE
1


       

      DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION

       

      Section
1.1  Definitions.

       

      “Act,”
when used with respect to any Holder, has the meaning specified in Section 1.6.

       

      “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control”
(including, with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”) when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise. The Trustee may request and conclusively rely on an Officers’
Certificate to determine whether any Person is an Affiliate of the Company or
any Guarantor.

       

      “Agent”
means any Security Registrar, Paying Agent or co-registrar.

       

      “Agent
Members” has the meaning set forth in Section 2.4 of
this Indenture.

       

      “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.15 to
act on behalf of the Trustee to authenticate Securities of one or more
series.

       

      “Authentication
Order” has the meaning set forth in Section 3.3.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Bankruptcy
Law” means Title 11 United States Code or any similar law for the relief of
debtors.

       

      “Board of
Directors” means either the board of directors of the Company or any duly
authorized committee of that board.

       

      “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.

       

      “Book
Entry Securities” means securities in book entry form, whether or not also
evidenced by Global Securities.

       

      “Business
Day” means any day, other than Saturday or Sunday, that is neither a legal
holiday nor a day on which commercial banks in any of the cities of Sacramento,
California, New York, New York or a Place of Payment are authorized or required
by law, regulation or executive order to close.

       

      “Capital
Stock” means, (i) in the case of a corporation, corporate stock, (ii) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership interests (whether general or limited) or mandatory interest, or
(iv) any other interest or participation that confers on a person the right to
receive a share of the profits and losses of, or distribution of assets of, the
issuing Person.

       

      “Clearstream”
means Clearstream Banking, S.A. and its successors.

       

      “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Company” shall mean
such successor Person.

       

      “Corporate
Trust Office” means the designated office of the Trustee at which, at any
particular time, its duties under this indenture shall be administered, which
office at the date of original execution of this Indenture is located at 700 S.
Flower Street, Suite 500, Los Angeles, California 90017, Attention: Corporate
Trust Division - Corporate Finance Unit, or such other address as the
Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as such successor Trustee may designate from time to time by
notice to the Holders and the Company).

       

       “Currency
Agreement” means, with respect to any Person, any spot or foreign exchange
contract, currency swap agreement or other similar agreement or arrangement
designed to protect such Person or any of its Subsidiaries against, or to manage
exposure to, fluctuations in currency values.

       

      “Defaulted
Interest” has the meaning specified in Section 3.7.

       

      “Depositary”
means, with respect to the Securities of any series issuable or issued in whole
or in part in the form of one or more Book-Entry Securities or Global
Securities, one or more of the Depository Trust Company, Euroclear, Clearstream
or similar Person or Persons designated as Depositary for such series by the
Company pursuant to Section 3.1,
which shall be a clearing agency registered under the Exchange Act, its
nominees, and their respective successors; and if at any time there is more than
one such Person, “Depositary” as used with respect to the Securities of any
series shall mean the Depositary with respect to the Securities of such
series.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Euroclear”
means Euroclear Bank S.A. / N.V. and its successors.

       

      “Event of
Default” has the meaning specified in Section 5.1.

       

      “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      “GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States of America, which are applicable from time to time and are
consistently applied.

       

      “Global
Securities” means, individually and collectively, Securities offered and sold
under this Indenture, which shall be deposited with a Depositary or with the
Trustee, as custodian for the Depository, that evidences all or part of the
Securities of any series and bears a Global Securities Legend.

       

      “Global
Securities Legend” means a legend in substantially the form set forth in Section 2.2,
which is required to be placed on all Global Securities issued under this
Indenture.

       

      “Holder”
means a Person in whose name a Security is registered in the Security
Register.

       

      “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument, and any such supplemental indenture, the provisions of the
TIA that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. The term “Indenture” shall also include
the forms and terms of particular series of Securities established as
contemplated by Section 3.1.

       

      “Interest,”
when used with respect to an Original Issue Discount Security that by its terms
bears interest only after Maturity, means interest payable after
Maturity.

       

      “Interest
Payment Date,” when used with respect to any Security, means the Stated Maturity
of an installment of interest on such Security.

       

      “Lien”
means any mortgage, charge, pledge, lien (statutory or other), security
interest, hypothecation, assignment for security, claim, or preference or
priority or other encumbrance upon or with respect to any property of any kind.
A Person shall be deemed to own subject to a Lien any property which such Person
has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention
agreement.

       

      
        
          
          

        

        
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      “Maturity”
when used with respect to any Security, means the date on which the principal of
such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, required repurchase, or
otherwise.

       

      “Note”
means any indebtedness evidenced by notes, debentures or similar instruments of
the Company and that is defined as such under a supplemental indenture but shall
not include any obligation that constitutes a guarantee.

       

      “Officer”
means the President, the Chief Executive Officer, any Executive Vice President,
any Senior Vice President, any Vice President, the Chief Financial Officer, the
Treasurer or the Secretary of the Company.

       

      “Officers’
Certificate” means a certificate signed by two Officers or by an Officer and an
Assistant Treasurer or Assistant Secretary of the Company (in each case, who has
been duly elected and is so serving) and delivered to the Trustee.

       

      “Opinion
of Counsel” means a written opinion from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company.

       

      “Original
Issue Discount Security” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

       

      “Outstanding,”
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture,
except:

       

      (1)
Securities theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;

       

      (2)
Securities for whose payment or redemption money in the necessary amount has
been theretofore deposited with the Trustee or any Paying Agent (other than the
Company or any of its Affiliates) in trust for the Holders of such Securities;
provided that,
if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to Section 11.4 of
this Indenture or provision therefor satisfactory to the Trustee has been
made;

       

      (3)
Securities, except to the extent provided in Section 14.2 and
Section 14.3,
with respect to which the Company has effected defeasance or covenant defeasance
as provided in Article 14; and

       

      (4)
Securities which have been paid pursuant to Section 3.6 or
in exchange for, or in lieu of which, other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations of the Company;

       

      
        
          
          

        

        
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      provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder, or
whether sufficient funds are available for redemption or for any other purpose,
and for the purpose of making the calculations required by Section 313 of the
TIA, (A) the principal amount of an Original Issue Discount Security that shall
be deemed to be Outstanding shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon acceleration
of the Maturity thereof pursuant to Section 5.2, (B)
the principal amount of a Security denominated in one or more foreign currencies
or currency units shall be the U.S. dollar equivalent, determined in the manner
provided as contemplated by Section 3.1 on
the date of original issuance of such Security, of the principal amount (or, in
the case of an Original Issue Discount Security, the U.S. dollar equivalent on
the date of original issuance of such Security of the amount determined as
provided in (i) above) of such Security, (C) the principal amount of any indexed
security that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
principal face amount of such indexed security at original issuance, unless
otherwise provided with respect to such Security pursuant to Section 3.1, and
(D) except for the purpose of making the calculations required by Section 313 of
the TIA, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other
obligor.

       

      “Participant”
means, with respect to the Depositary, a Person who has an account with the
Depositary (and if the Depositary is The Depository Trust Company, shall include
Euroclear and Clearstream, respectively).

       

      “Paying
Agent” means any Person authorized by the Company to pay the principal of or any
premium or interest on any Securities on behalf of the Company.

       

      “Person”
means any individual, corporation, partnership, joint venture association,
joint-stock company, trust, charitable foundation, unincorporated organization,
government or any agency or political subdivision thereof or any other
entity.

       

      “Physical
Security” means a certificated Security registered in the name of the Holder
thereof and issued in accordance with Section 2.4
hereof, in substantially the form of Exhibit A hereto, except that such Security
shall not bear the Global Securities Legend or other Global Securities
notations.

       

      “Place of
Payment,” when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by Section 3.1 and
Section 10.2.

       

      “Predecessor
Security” means, with respect to any particular Security, every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.3
hereof in exchange for a mutilated Security or in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the mutilated,
lost, destroyed or stolen Security.

       

      
        
          
          

        

        
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      “Redeemable
Capital Stock” means any shares of any class or series of Capital Stock that,
either by the terms thereof, by the terms of any security into which it is
convertible or exchangeable or by contract or otherwise, is or upon the
happening of an event or passage of time would be, required to be redeemed prior
to the Stated Maturity with respect to the principal of any Security or is
redeemable at the option of the holder thereof at any time prior to any such
Stated Maturity, or is convertible into or exchangeable for debt securities at
any time prior to any such Stated Maturity.

       

      “Redemption
Date,” when used with respect to any Security to be redeemed, means the date
fixed for such redemption by or pursuant to this Indenture.

       

      “Redemption
Price,” when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Indenture.

       

      “Regular
Record Date” for the interest payable on any Interest Payment Date on the
Securities of any series means the date specified for that purpose as
contemplated by Section 3.1.

       

      “Request”
or “Order” means, as to the Company, a written request or order signed in the
name of the Company by its Chief Executive Officer, its President, its Chief
Financial Officer, a Vice President, and by any one of its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee and as to any other obligor on the Securities means corresponding
officers of such obligor.

       

      “Responsible
Officer,” or “Trust Officer,” when used with respect to the Trustee, means any
officer in the Corporate Trust Department of the Trustee or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers or assigned by the Trustee to administer this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

       

      “SEC”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or, if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the TIA, then the body performing such duties at such
time.

       

      “Securities”
has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this
Indenture.

       

      “Securities
Act” means the Securities Act of 1933, as amended from time to
time.

       

      “Security
Register” and “Security Registrar” have the respective meanings specified in
Section 3.5.
Each of the Securities shall be dated the date of its
authentication.

       

      
        
          
          

        

        
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      “Shelf
Registration Statement” means the Company’s Form S-3 filed with the Securities
and Exchange Commission on December 3, 2009, Registration No. 333-163455
and declared effective on [●].

       

      “Significant
Subsidiary” shall have the same meaning as in Rule 1.02(w) of Regulation S-X
under the Securities Act.

       

      “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.7.

       

      “Stated
Maturity,” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable and, when used with respect to any
other indebtedness, means the date specified in the instrument governing such
indebtedness as the fixed date on which the principal of such indebtedness, or
any installment of interest thereon, is due and payable.

       

       “Subsidiary”
means, with respect to any Person, (1) a corporation a majority of whose Voting
Stock is at the time, directly or indirectly, owned by such Person, by one or
more Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof, and (2) any other Person (other than a corporation), including, without
limitation, a joint venture, in which such Person, one or more Subsidiaries
thereof or such Person and one or more Subsidiaries thereof, directly or
indirectly, at the date of determination thereof, has at least majority
ownership interest entitled to vote in the election of directors, managers or
trustees thereof (or other Person performing similar functions). For purposes of
this definition, any directors’ qualifying shares or investments by foreign
nationals mandated by applicable law shall be disregarded in determining the
ownership of a Subsidiary.

       

      “TIA”
means the Trust Indenture Act of 1939 as in force at the date as of which this
instrument was executed; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, TIA means, to
the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

       

      “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
include each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, “Trustee” as used with respect to the Securities of
any series shall mean the Trustee with respect to Securities of that
series.

       

      “U.S.
Government Obligations” has the meaning specified in Section 14.4.

       

      “Vice
President,” when used with respect to the Company or the Trustee, means any vice
president, whether or not designated by a number or a word or words added before
or after the title “vice president”.

       

      “Voting
Stock” means any class or classes of Capital Stock pursuant to which the holders
thereof have the general voting power under ordinary circumstances to elect the
board of directors, managers or trustees of any Person (irrespective of whether
or not, at the time, Capital Stock of any other class or classes shall have, or
might have, voting power by reason of the happening of any
contingency).

       

      
        
          
          

        

        
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      Section
1.2  Incorporation by Reference of Trust Indenture
Act.

       

      Upon the
issuance of the Securities, if any, or the effectiveness of the Shelf
Registration Statement (as defined herein), this Indenture will be subject to,
and shall be governed by, the provisions of the TIA that are required or deemed
to be part of and to govern indentures qualified under the TIA. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:

       

      “Commission”
means the SEC;

       

      “indenture
securities” means the Securities;

       

      “indenture
securityholder” means a Securityholder or Holder;

       

      “indenture
to be qualified” means this Indenture;

       

      “indenture
trustee” or “institutional trustee” means the Trustee; and

       

      “obligor”
on the indenture securities means the Company or any other obligor on the
Securities.

       

      All other
TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule and not otherwise defined
herein have the meanings assigned to them therein.

       

      Section
1.3  Rules of Construction.

       

      For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

       

      (1) a
term has the meaning assigned to it in Section 1.1 and
Section 1.2 and
all other terms defined in the TIA have the meanings assigned
therein;

       

      (2) words
in the singular include the plural, and words in the plural include the
singular;

       

      (3) “or”
is not exclusive;

       

      (4)
“including” means “including, without limitation,”

       

      (5)
provisions apply to successive events and transactions;

       

      (6) all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with GAAP;

       

      (7) the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (8) all
references to $ or dollars shall refer to the lawful currency of the United
States of America; and

       

      (9)
unless the context otherwise requires, any reference to an “Article” or
“Section” refers to an Article or Section, as the case may be, of this
Indenture.

       

      Section
1.4  Compliance Certificates and Opinions.

       

      Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee such
certificates and opinions as may be required under the TIA. Each such
certificate or opinion shall be given in the form of an Officers’ Certificate,
if to be given by an Officer of the Company, or an Opinion of Counsel, if to be
given by counsel, and shall comply with the requirements of the TIA and any
other requirements set forth in this Indenture.

       

      Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

       

      (1) a
statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;

       

      (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

       

      (3) a
statement that, in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

       

      (4) a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.

       

      Section
1.5  Form of Documents Delivered to Trustee.

       

      In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

       

      Any
certificate or opinion of an Officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or representations by counsel or an
Opinion of Counsel, unless such Officer knows, or in the exercise of reasonable
care should know, that the certificate, representations or opinion with respect
to the matters upon which such Officer’s Certificate or opinion is based are
erroneous. Any such certificate or representations of counsel or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an Officer or Officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

       

      
        
          
          

        

        
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      Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

       

      Section
1.6  Acts of Holders; Record Dates.

       

      (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by their agent
duly appointed in writing; and, except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

       

      (b) The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

       

      (c)
Subject to TIA Section 316(c), the Company may fix any day as the record date
for the purpose of determining the Holders of Securities of any series entitled
to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action, or to vote on any action, authorized or permitted by
this Indenture to be given or taken by Holders of Securities of such series. If
not set by the Company prior to the first solicitation of a Holder of Securities
of such series made by any Person in respect of any such action, or, in the case
of any such vote, prior to such vote, the record date for any such action or
vote shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 7.1)
prior to such first solicitation or vote, as the case may be. With regard to any
record date for action to be taken by the Holders of one or more series of
Securities, only the Holders of Securities of such series on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

       

      (d) The
ownership of Securities shall be proved by the Security Register.

       

      (e) Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

       

      
        
          
          

        

        
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      Section
1.7  Notices, Etc., to Trustee and Company.

       

      (a) Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with,

       

      (1) the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at its Corporate Trust Office, Attention: Corporate Trust Division - Corporate
Finance Unit, or

       

      (2) the
Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this instrument or at
any other address previously furnished in writing to the Trustee by the Company,
Attention: Chief Financial Officer.

       

      (b) The
Trustee and the Company may from time to time, in writing, provide for delivery
of writings contemplated by Section 1.7(a)
by facsimile transmission or by electronic mail in PDF or comparable agreed
form.

       

      
        The
Trustee agrees to accept and act upon instructions or directions pursuant to
this Indenture sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods; provided, however, that, the  Trustee
shall have received an incumbency certificate listing persons designated to give
such instructions or directions and containing specimen signatures of such
designated persons, which such incumbency certificate shall be amended and
replaced whenever a person is to be added or deleted from the
listing.  If the Company elects to give the Trustee e-mail or
facsimile instructions (or instructions by a similar electronic method) and the
Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling.  The
Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with
a subsequent written instruction.  The Company agrees to assume all
risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized instructions, and the risk of interception and
misuse by third parties.

      

       

      Notwithstanding
anything to the contrary contained herein, as long as the Securities are in the
form of a Global Security, notice to the Holders may be made electronically in
accordance with procedures of the Depositary.

       

      
        
          
          

        

        
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      Section
1.8  Notice to Holders; Waiver.

       

      Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for
the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder,
whether or not such Holder actually receives such notice. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such
waiver.

       

      In case
by reason of the suspension of regular mail service or by reason of any other
cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

       

      Section
1.9  Conflict with Trust Indenture Act.

       

      If any
provision hereof limits, qualifies or conflicts with a provision of the TIA that
is required under such Act to be a part of and govern this Indenture, the latter
provision shall control. If any provision of this Indenture modifies or excludes
any provision of the TIA that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

       

      Section
1.10  Effect of Headings and Table of Contents.

       

      The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

       

      Section
1.11  Successors and Assigns.

       

      All
covenants and agreements in this Indenture by the Company shall bind its
successors and assigns, whether so expressed or not. All agreements of the
Trustee in this Indenture shall bind its successors and assigns, whether so
expressed or not.

       

      Section
1.12  Separability Clause.

       

      In case
any provision in this Indenture or in the Securities shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

       

      
        
          
          

        

        
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      Section
1.13  Benefits of Indenture.

       

      Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Indenture.

       

      Section
1.14  Governing
Law.

       

      THIS
INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS
OF LAWS PRINCIPLES INCONSISTENT THEREWITH.

       

      Section
1.15  Legal Holidays.

       

      In any
case where any Interest Payment Date, Redemption Date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of the Securities of any series which specifically
states that such provision shall apply in lieu of this Section)) payment of
interest or principal (and premium, if any) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, the Redemption Date, or at the Stated Maturity or Maturity; provided that, no
interest shall accrue for the intervening period.

       

      Section
1.16  Waiver of Jury Trial.

       

      EACH OF
THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR
RELATING TO THIS INDENTURE OR THE SECURITIES.

       

      


       

      ARTICLE
2


       

      SECURITY
FORMS

       

      Section
2.1  Forms.

       

      (a) Forms
Generally. The Securities of each series shall be in substantially the form set
forth in Exhibit A, or in such other form, including any form for a direct
registration system or other Book Entry Securities system, as shall be
established by or pursuant to a Board Resolution or pursuant to one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed or recorded thereon as
may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
Officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by, or by
action taken pursuant to, a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Authentication Order contemplated by Section 3.3 for
the authentication and delivery of such Securities.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      The terms
and provisions contained in the Securities shall constitute, and are hereby
expressly made, a part of this Indenture and the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any of the Securities conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

       

      (b)
Definitive Securities. The definitive Securities may be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner
including a direct registration system or other Book Entry Securities system
subject to the rules of any securities exchange on which the Securities may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

       

      Section
2.2  Additional Provisions Required in Global
Securities.

       

      Any
Global Security issued hereunder shall, in addition to the provisions contained
in Exhibit A and in addition to any legend required by the Depositary, bear a
legend (the “Global Securities Legend”) in substantially the following
form:

       

      “This
Security is a Global Security within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee of a
Depositary or a Nominee thereof. This Security is exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary.

       

      “Unless
and until it is exchanged in whole or in part for Securities in definitive form,
this Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary, or by any such nominee of the Depositary, or by the
Depositary or nominee of a successor Depositary, or any nominee to a successor
Depositary or a nominee of such successor Depositary. Transfers of this Global
Security shall be limited to transfers in whole, but not in part, to nominees of
[insert name of nominee], or to a successor thereof or such successor’s nominee,
and transfers of portions of this Global Security shall be limited to transfers
made in accordance with the restrictions set forth in the
Indenture.

       

      Unless
this certificate is presented by an authorized representative of the [name of
Depository] (“[●]”), to the
Company or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of [insert name of nominee], or
such other name as is requested by an authorized representative of the
Depositary (and any payment hereon is made to [insert name of nominee] or to
such other entity as is requested by an authorized representative of [insert
name of nominee]), any transfer, pledge or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
hereof, [insert name of nominee], has an interest herein.”

       

      
        
          
          

        

        
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      Section
2.3  Form of Trustee’s Certificate of
Authentication.

       

      The
Trustee’s certificate of authentication shall be in substantially the form in
Exhibit A:

       

      Section
2.4  Issuance of Physical Securities; Book-Entry Provisions for
Global Securities

       

      (a) The
Global Securities initially shall (1) be registered in the name of the
Depositary or the nominee of such Depositary, (2) be delivered to the Trustee as
custodian for such Depositary and (3) bear the appropriate legends in
substantially the form set forth in Section 2.2 and
as provided for in any supplemental indenture.

       

      (b)
Members of, or Participants in, the Depositary (“Agent Members”) shall have no
rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary, or the Trustee as its custodian, or under the Global
Security, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of the Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Security.

       

      (c)
Transfers of any Global Security shall be limited to transfers in whole, but not
in part, to the Depositary, its successors or their representative nominees.
Except as provided below, owners of beneficial interests in Global Securities
will not be entitled to receive Physical Securities. If required to do so
pursuant to any applicable law or regulation, beneficial owners may obtain
Physical Securities in exchange for their beneficial interests in a Global
Security upon written request in accordance with the Depositary’s and the
Security Registrar’s procedures. In addition, Physical Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Security of a particular series if (1) the Depositary notifies the
Company that it is unwilling or unable to continue as depositary for such Global
Security or the Depositary ceases to be a clearing agency registered under the
Exchange Act, at a time when the Depositary is required to be so registered in
order to act as depositary, and in each case a successor depositary is not
appointed by the Company within ninety (90) days of such notice, or (2) the
Company executes and delivers to the Trustee and Security Registrar an Officers’
Certificate stating that such Global Security shall be so exchangeable, or (3)
an Event of Default has occurred and is continuing with respect to such series
and the Security Registrar has received a written request from the Depositary to
issue Physical Securities.

       

      (d) In
connection with any transfer or exchange of a portion of the beneficial interest
in a Global Note to beneficial owners in the form of Physical Securities
pursuant to Section 2.4(c),
the Security Registrar shall (if one or more Physical Securities are to be
issued) upon satisfaction of all of the requirements for transfer or exchange
contained in this Indenture and the Securities or otherwise applicable under the
Securities Act reflect on its books and records the date and a decrease in the
principal amount of the beneficial interest in such Global Security to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Securities of like tenor and
amount.

       

      
        
          
          

        

        
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      (e) In
connection with the transfer of an entire Global Security to beneficial owners
in the form of Physical Securities pursuant to Section 2.4(c),
such Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in such Global Security, an equal aggregate
principal amount of Physical Securities of authorized
denominations.

       

      (f) The
Holder of a Global Security may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

       

      (g) With
respect to any Global Security, the Company, the Security Registrar and the
Trustee shall be entitled to treat the Person in whose name such Global Security
is registered as the absolute owner of such Security for all purposes of this
Indenture, and neither the Company, the Security Registrar nor the Trustee shall
have any responsibility or obligation to any Agent Members or other beneficial
owners of the Securities represented by such Global Security. Without limiting
the immediately preceding sentence, neither the Company, the Security Registrar
nor the Trustee shall have any responsibility or obligation with respect to (1)
the accuracy of the records of any Depositary or any other Person with respect
to any ownership interest in any Global Security, (2) the delivery to any
Person, other than a Holder, of any notice with respect to the Securities
represented by a Global Security, including any notice of redemption or
refunding, (3) the selection of the particular Securities or portions thereof to
be redeemed or refunded in the event of a partial redemption or refunding of
part of the Outstanding Securities, or (4) the payment to any Person, other than
a Holder, of any amount with respect to the principal of, redemption premium, if
any, purchase price or interest (including contingent Interest and Liquidated
Damages) with respect to any Global Security.

       

      ARTICLE
3


       

      THE
SECURITIES

       

      Section
3.1  Amount Unlimited; Issuable in Series.

       

      The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

       

      The
Securities may be issued from time to time in one or more series. There shall be
established in or pursuant to (a) a Board Resolution or pursuant to authority
granted by a Board Resolution and, subject to Section 3.3, set
forth, or determined in the manner provided, in an Officers’ Certificate, or (b)
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

       

      (1) the
title of the Securities of the series (which shall distinguish the Securities of
the series from Securities of any other series);

       

      
        
          
          

        

        
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      (2) the
limit, if any, upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4,
Section 3.5,
Section 3.6,
Section 9.6 or
Section 11.7 and
except for any Securities which, pursuant to Section 3.3, are
deemed never to have been authenticated and delivered hereunder);

       

      (3) the
Person to whom any interest on a Security of the series shall be payable, if
other than the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest;

       

      (4) the
date or dates on which the principal of and premium, if any, on any Securities
of the series is payable, or method by which such date or dates shall be
determined or extended;

       

      (5) the
rate or rates at which the Securities of the series shall bear interest, if any,
or the method of calculating such rate or rates of interest, the date or dates
from which such interest shall accrue or the method by which such date or dates
shall be determined, the Interest Payment Dates on which any such interest shall
be payable and the Regular Record Date for any interest payable on any Interest
Payment Date;

       

      (6) if
other than the Corporate Trust Office of the Trustee, the place or places where
the principal of and any premium, if any, and interest on Securities of the
series shall be payable, and the manner in which any payment may be made, or
where Securities of a series may be surrendered for registration of transfer or
exchange;

       

      (7) the
period or periods within which, the price or prices at which, the currency or
currencies, currency units or composite currencies in which and the other terms
and conditions upon which Securities of the series may be redeemed, in whole or
in part, at the option of the Company;

       

      (8) the
obligation, if any, of the Company to redeem or purchase Securities of the
series pursuant to any sinking fund or analogous provisions or at the option of
a Holder thereof and the period or periods (or the methods of determination of
such a period or periods) within which, the price or prices at which and the
other terms and conditions upon which Securities of the series shall be redeemed
or purchased, in whole or in part, pursuant to such obligation;

       

      (9) if
other than denominations of $1,000 and any integral multiple thereof, the
denominations in which Securities of the series shall be issuable;

       

      (10) if
other than the currency of the United States, the currency, currencies, currency
units or composite currencies in which the Securities of the series will be
issued and/or in which payment of the principal of and any premium and interest
on any Securities of the series shall be payable and the manner of determining
the equivalent thereof in the currency of the United States of America for
purposes of the definition of “Outstanding” in Section 1.1;

       

      (11) if
the amount of payments of principal of or any premium or interest on any
Securities of the series may be determined with reference to an index, formula
or other method, the index, formula or other method by which such amounts shall
be determined;

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (12) if
the amount Outstanding of an indexed security for purposes of the definition of
“Outstanding” is to be other than the principal face amount at original
issuance, the method of determination of such amount;

       

      (13) if
the principal of or any premium or interest on any Securities of the series is
to be payable, at the election of the Company or a Holder thereof, in one or
more currencies, currency units or composite currencies other than that or those
in which the Securities are stated to be payable, the currency, currencies,
currency units or composite currencies in which payment of the principal of and
any premium and interest on Securities of such series as to which such election
is made shall be payable, and the periods within which and the other terms and
conditions upon which such election is to be made;

       

      (14) if
other than the principal amount thereof, the portion of the principal amount of
Securities of the series which shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 5.2 or
the method by which such portion shall be determined;

       

      (15) if
other than by a Board Resolution, the manner in which any election by the
Company to defease any Securities of the series pursuant to Section 13.2 or
Section 13.3
shall be evidenced; whether any Securities of the series other than the
Securities denominated in U.S. dollars and bearing interest at a fixed rate are
to be subject to Section 13.2 or
Section 13.3;
or, in the case of Securities denominated in U.S. dollars and bearing interest
at a fixed rate, if applicable, that the Securities of the series, in whole or
any specified part, shall not be defeasible pursuant to Section 13.2 or
Section 13.3 or
both such Sections;

       

      (16)
whether the Securities of the series shall be issued in whole or in part in the
form of one or more Book-Entry Securities and, in such case, the Depositary with
respect to such Book-Entry Security or Securities and the circumstances under
which any Book-Entry Security may be registered for transfer or exchange, or
authenticated and delivered, in the name of a Person other than such Depositary
or its nominee, if other than as set forth in Section 305;

       

      (17) the
rights, if any, of a Holder to renew or extend the Maturity of the Securities of
the series;

       

      (18) the
obligation, if any, of the Company to permit the conversion or exchange of the
Securities of the series into the Company’s Capital Stock or other securities,
and the terms and conditions upon which such conversion or exchange may be
effected (including, without limitation, the initial conversion price or rate,
the conversion period, the conversion agent, any adjustment of the applicable
conversion price or rate and any requirements relative to the reservation or
such shares or securities for purposes of such conversion);

       

      (19) the
terms, if any, pursuant to which the Securities of the series will be made
subordinate in right of payment to senior indebtedness of the Company, and the
terms of such subordination;

       

      (20) any
additional, modified or different covenants or Events of Default applicable to
one or more particular series of Securities;

       

      (21)
whether the Securities of a series will be issued as part of units consisting of
Securities and other securities of the Company or another issuer;
and

       

      
        
          
          

        

        
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      (22) any
other terms of the series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.1(5)).

       

      All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 3.3) set
forth, or determined in the manner provided, in the Officers’ Certificate
referred to above or in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

       

      If any of
the terms of the series are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate setting forth,
or providing the manner for determining, the terms of the series.

       

      Nothing
in this Indenture providing for the issuance of the Securities shall prejudice
or otherwise limit the Company’s right to issue additional debt securities under
an additional base indenture and an additional supplemental indenture, at any
time and from time to time, from and to the extent permitted under the Shelf
Registration Statement, applicable securities laws or otherwise.

       

      Section
3.2  Denominations.

       

      The
Securities of each series shall be issuable in registered form without coupons
in such denominations as shall be specified as contemplated by Section 3.1. In
the absence of any such provisions with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any integral multiple thereof.

       

      Section
3.3  Execution, Authentication, Delivery and
Dating.

       

      (a) The
Securities shall be executed on behalf of the Company by its Chief Executive
Officer, its President, its Chief Financial Officer or one of its Vice
Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual, facsimile or electronic.

       

      (b)
Securities bearing the manual, facsimile or electronic signatures of individuals
who were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

       

      (c) At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with an Order of the
Authentication for the authentication and delivery of such Securities (an
“Authentication Order”), and the Trustee in accordance with the Authentication
Order shall authenticate and deliver or make available for delivery such
Securities; provided, however, that in the
case of Securities of a series that are not to be originally issued at one time,
the Trustee shall authenticate and deliver or make available for delivery such
Securities from time to time in accordance with such other procedures
(including, without limitation, the receipt by the Trustee of oral or electronic
instructions from the Company or its duly authorized agents, promptly confirmed
in writing) acceptable to the Trustee as may be specified by or pursuant to an
Authentication Order delivered to the Trustee prior to the time of the first
authentication of Securities of such series. If the form or forms or terms of
the Securities of the series have been established in or pursuant to one or more
Board Resolutions or pursuant to authority granted by one or more Board
Resolutions as permitted by Sections 2.1 and
Section 3.1, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon, an Opinion of Counsel
stating:

       

      
        
          
          

        

        
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      (1) if
the form or forms of such Securities have been established by or pursuant to
Board Resolution or pursuant to authority granted by one or more Board
Resolutions as permitted by Section 2.1,
that such form or forms have been established in conformity with the provisions
of this Indenture;

       

      (2) if
the terms of such Securities have been, or in the case of Securities of a series
that are not to be originally issued at one time, will be established by or
pursuant to Board Resolution or pursuant to authority granted by one or more
Board Resolutions as permitted by Section 3.1,
that such terms have been, or in the case of Securities of a series that are not
to be originally issued at one time, will be established in conformity with the
provisions of this Indenture, subject, in the case of Securities of a series
that are not to be originally issued at one time, to any conditions specified in
such Opinion of Counsel; and

       

      (3) that
such Securities, when authenticated and delivered by the Trustee and issued by
the Company in the manner and subject to any conditions specified in such
Opinion of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles; provided that, such
Opinion of Counsel need express no opinion as to whether a court in the United
States would render a money judgment in currency other than that of the United
States.

       

      (d) If
such form or forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will adversely affect the Trustee’s own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which the Trustee determines would expose it to personal
liability.

       

      (e)
Notwithstanding the provisions of Section 3.1 and
of Section 3.3(d),
if all Securities of a series are not to be originally issued at one time, it
shall not be necessary to deliver the Officers’ Certificate otherwise required
pursuant to Section 3.1 or
the Authentication Order and Opinion of Counsel otherwise required pursuant to
such preceding paragraph at or prior to the time of authentication of each
Security of such series if such documents, with appropriate modifications to
cover such future issuances, are delivered at or prior to the authentication
upon original issuance of the first Security of such series to be
issued.

       

      
        
          
          

        

        
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      (f) If
the Company shall establish pursuant to Section 3.1 that
the Securities of a series are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the Trustee
shall, in accordance with this Section and the Authentication Order with respect
to such series, authenticate and deliver or make available for delivery one or
more Securities in such form that (1) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Global Security or Global
Securities, (2) shall be registered in the name of the Depositary for such
Global Security or Global Securities or the nominee of such Depositary, (3)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary’s instruction, and (4) shall bear the legend(s) set forth in Section 2.2.

       

      (g)
Unless otherwise established pursuant to Section 3.1,
each Depositary designated pursuant to Section 3.1 for
a Global Security must, at the time of its designation and at all times while it
serves as Depositary, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation. The Trustee shall have no
responsibility to determine if the Depositary is so registered. Each Depositary
shall enter into an agreement with the Trustee governing the respective duties
and rights of such Depositary and the Trustee with regard to Global
Securities.

       

      (h) Each
Security shall be dated the date of its authentication.

       

      (i) No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by manual signature of an authorized officer thereof, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

       

      Section
3.4  Temporary Securities.

       

      Pending
the preparation of definitive Securities of any series, the Company may execute,
and upon an Authentication Order the Trustee shall authenticate and deliver or
make available for delivery, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities.

       

      If
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver
or make available for delivery in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor. Until so exchanged the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and
tenor.

       

      
        
          
          

        

        
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      Section
3.5  Registration; Registration of Transfer and
Exchange.

       

      (a) The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.

       

      (b)
Notwithstanding anything herein to the contrary, there shall be only one
Security Register with respect to each series of Securities.

       

      (c) Upon
surrender for registration of transfer of any Security of any series at the
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver or make
available for delivery, in the name of the designated transferee or transferees,
one or more new Securities of the same series, of any authorized denominations
and of a like aggregate principal amount and tenor.

       

      (d) At
the option of the Holder, Securities of any series may be exchanged for other
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the Securities to be
exchanged at such office or agency.

       

      (e)
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver or make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

       

      (f) All
Securities issued upon any registration of transfer or exchange of Securities
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

       

      (g) Every
Security presented or surrendered for registration of transfer or for exchange
shall (if so required by the Company, the Security Registrar or the Trustee) be
duly endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee duly
executed, by the Holder thereof or his attorney duly authorized in
writing.

       

      (h) No
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.4,
Section 9.6 or
Section 11.7 not
involving any transfer.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (i) The
Company shall not be required (1) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business
fifteen (15) days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.3 and
ending at the close of business on the day of such mailing, or (2) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in
part.

       

      (j)
Notwithstanding the foregoing, any Global Security shall be exchangeable
pursuant to this Section 3.5 for
Securities registered in the names of Persons other than the Depositary for such
Security or its nominee only if (1) such Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and the Company does not appoint a
successor Depositary within ninety (90) days after receipt by it of such notice
or after it becomes aware of such cessation, (2) the Company executes and
delivers to the Trustee an Order of the Company that such Global Security shall
be so exchangeable or (3) there shall have occurred and be continuing an Event
of Default with respect to the Securities. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as such Depositary shall
direct.

       

      (k)
Notwithstanding any other provision in this Indenture, unless and until it is
exchanged in whole or in part for Securities that are not in the form of a
Global Security, a Global Security may not be transferred or exchanged except as
a whole by the Depositary with respect to such Global Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary.

       

      (l) None
of the Company, the Trustee, any Paying Agent or the Security Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in a Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

       

      Section
3.6  Mutilated, Destroyed, Lost and Stolen
Securities.

       

      If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver or make available for delivery in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously
outstanding.

       

      If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

       

      
        
          
          

        

        
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      In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

       

      Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

       

      Every new
Security of any series issued pursuant to this Section in lieu of any destroyed,
lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.

       

      The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

       

      Section
3.7  Payment of Interest; Interest Rights
Preserved.

       

      (a)
Except as otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency maintained for such purpose pursuant
to Section 10.2;
provided, however, that at the
option of the Company, interest on Securities of any series that bear interest
may be paid (i) by check mailed to the address of the Person entitled thereto as
it shall appear on the Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Security Register;
provided that,
such Person shall have given the Trustee written wire instructions at least five
(5) Business Days prior to the applicable Interest Payment Date.

       

      (b) Any
interest on any Security of any series which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
“Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

       

      (1) The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities of such series (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment such money, when deposited, to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than fifteen (15) days and not less
than ten (10) days prior to the date of the proposed payment and not less than
ten (10) days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record
Date and, in the name and at the expense of the Company, shall cause notice of
the proposed payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder of Securities
of such series at his address as it appears in the Security Register, not less
than ten (10) days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).

       

      
        
          
          

        

        
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      (2) The
Company may make payment of any Defaulted Interest on the Securities of any
series in any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company to
the Trustee of the proposed payment pursuant to this Clause, such manner of
payment shall be deemed practicable by the Trustee.

       

      (c)
Subject to the foregoing provisions of this Section, each Security delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

       

      Section
3.8  Persons Deemed Owners.

       

      Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 3.7) any
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the
contrary.

       

      Section
3.9  Cancellation.

       

      All
Securities surrendered for payment, redemption, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee. All Securities
so delivered and any Securities surrendered directly to the Trustee for any such
purpose shall be promptly canceled by the Trustee and such cancellation shall be
noted conspicuously on each such Security. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be disposed of as directed by an Order of
the Company or after ninety (90) days, if not in receipt of such Order of the
Company, shall be disposed of in accordance with the Trustee’s customary
procedures. The Trustee shall provide the Company a list of all Securities that
have been canceled from time to time as requested by the Company.

       

      
        
          
          

        

        
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      Section
3.10  Computation of Interest.

       

      Except as
otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

       

      Section
3.11  CUSIP
Numbers.

       

      The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided that, any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such CUSIP numbers. The Company will promptly
notify the Trustee of any change in the CUSIP numbers.

       

      Section
3.12  Original Issue Discount.

       

      If any of
the Securities is an Original Issue Discount Security, the Company shall file
with the Trustee as soon as practicable following at the end of each calendar
year (1) a written notice specifying the amount or original issue discount
(including daily rates and accrual periods) accrued on such Outstanding Original
Issue Discount Securities as of the end of such year and (2) such other specific
information relating to such original issued discount as may then be relevant
under the Internal Revenue Code and reasonably available to the
Company.

       

      ARTICLE
4


       

      SATISFACTION
AND DISCHARGE

       

      Section
4.1  Satisfaction and Discharge of Indenture.

       

      (a) This
Indenture shall upon Request of the Company cease to be of further effect with
respect to Securities of any series (except as to any surviving rights of
registration of transfer, exchange or replacement of such Securities herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to such Securities, when

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (1)
either

       

      (A) all
such Securities theretofore authenticated and delivered (other than (i) such
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 3.6 and
(ii) such Securities for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 10.3)
have been delivered to the Trustee for cancellation; or

       

      (B) all
such Securities not theretofore delivered to the Trustee for
cancellation

       

      (i) have
become due and payable, or

       

      (ii) will
become due and payable at their Stated Maturity within one year, or

       

      (iii) are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name,
and at the expense, of the Company, and the Company, in the case of (B)(i), (ii)
or (iii) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount in the currency or currencies or
currency unit or units in which such Securities are payable sufficient to pay
and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

       

      (2) the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and

       

      (3) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture with respect to such
Securities have been complied with.

       

      (b)
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7 and
to any Authenticating Agent under Section 6.15
and, if money shall have been deposited with the Trustee pursuant to subclause
(B) of clause (1) of Section 4.1(a),
the obligations of the Trustee under Section 4.2,
Article 6, and
the last paragraph of Section 10.3
shall survive.

       

      Section
4.2  Application of Trust Money.

       

      (a)
Subject to provisions of the last paragraph of Section 10.3,
all money deposited with the Trustee pursuant to Section 4.1
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any
premium, if any, and interest for whose payment such money has been deposited
with the Trustee.

       

      (b) All
money deposited with the Trustee pursuant to Section 4.1 (and
held by it or any Paying Agent) for the payment of Securities subsequently
converted into other property, if permitted hereunder or in any supplemental
indenture, shall be returned to the Company upon Company Request. The Company
may, by an Order, direct the investment of any money deposited with the Trustee
pursuant to Section 4.1,
without distinction between principal and income, in (1) United States Treasury
securities with a maturity of one year or less or (2) a money market fund that
invests solely in United States Treasury securities with a maturity of less than
one year (including money market funds for which the Trustee or an affiliate of
the Trustee serves as investment advisor, administrator, shareholder, servicing
agent and/or custodian or sub-custodian, notwithstanding that (a) the Trustee
charges and collects fees and expenses from such funds for services rendered and
(b) the Trustee charges and collects fees and expenses for services rendered
pursuant to this Indenture at any time) and from time to time the Company may
direct reinvestment of all or a portion of such money in other securities or
funds meeting the criteria specified in clause (1) or (2) of this Section 4.2(b).
Absent gross negligence or willful misconduct, the Trustee shall have no
liability for any loss resulting from any investment made pursuant to this Section 4.2(b).
Any such investment may be liquidated by the Trustee whenever necessary to make
distributions pursuant to the terms of this Indenture.

       

      
        
          
          

        

        
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      ARTICLE
5


       

      REMEDIES

       

      Section
5.1  Events of Default.

       

      (a) An
“Event of Default,” wherever used herein with respect to Securities of any
series, means any of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body, unless
it is inapplicable to a particular series or is specifically deleted or modified
in the Board Resolution (or action taken pursuant thereto), Officers’
Certificate or supplemental indenture under which such series of Securities is
issued or has been modified in an indenture supplemental hereto):

       

      (1)
default in the payment of any interest upon any Security of that series when it
becomes due and payable, and continuance of such default for a period of thirty
(30) days; or

       

      (2)
default in the payment of the principal of (or premium, if any, on) any Security
of that series at its Maturity; or

       

      (3)
default in the deposit of any sinking fund payment, when and as due by the terms
of a Security of that series; or

       

      (4)
default in the performance, or breach, of any covenant or warranty of the
Company in this Indenture with respect to Securities of that series (other than
a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of ninety (90) days after there has been given,
by registered or certified mail, (A) to the Company by the Trustee or (B) to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of that series, in each case a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or

       

      
        
          
          

        

        
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      (5) the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company or Airways in an involuntary case or
proceeding under any applicable Bankruptcy, Law or (B) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company or Airways under any applicable Bankruptcy Law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or Airways or of any substantial part of
their respective property, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of sixty (60)
consecutive days; or

       

      (6) the
commencement by the Company of a voluntary case or proceeding under any
applicable Bankruptcy Law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Bankruptcy Law or to the commencement of any bankruptcy or
insolvency case or proceeding against it or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable
Bankruptcy Law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or of
any substantial part of its property, or the making by it of an assignment for
the benefit of creditors, or the admission by it in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action by
the Company in furtherance of any such action; or

       

      (7) any
other Event of Default provided with respect to Securities of that
series.

       

      (b) The
Company shall provide the Trustee with written notice of an Event of Default
within five (5) Business Days after such Event of Default has occurred and is
continuing.

       

      Section
5.2  Acceleration of Maturity; Rescission and
Annulment.

       

      (a) If an
Event of Default (other than an Event of Default described in Section 5.1(a)(5)
or Section 5.1(a)(6))
with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case (1) the Trustee by written notice to the
Company, or (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series by written notice to the Company and
Trustee, may declare the principal amount (or, if any of the Securities of that
series are Original Issue Discount Securities or indexed securities, such
portion of the principal amount of such Securities as may be specified in the
terms thereof) of all of the Securities of that series to be due and payable
immediately and upon any such declaration such principal amount (or, in the case
of Original Issue Discount Securities or indexed securities, such specified
amount) shall become immediately due and payable; provided however, that if any
Credit Agreement (as such term may be defined in any supplemental indenture)
shall be at any time or from time to time in force and effect and if an Event of
Default shall have occurred and be continuing (other than an Event of Default
specified in Section 5.1(a)(5)
or Section 5.1(a)(6)),
then, unless otherwise provided in a supplemental indenture, any such
acceleration shall not be effective until the earlier to occur of:

       

      
        
          
          

        

        
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      (1) ten
(10) Business Days following delivery of a written notice of such acceleration
to the Credit Agreement Agent of the intention to accelerate the maturity of the
Securities, or

       

      (2) the
acceleration of the maturity of the indebtedness under the Credit
Agreement.

       

      (b) At
any time after such a declaration of acceleration with respect to Securities of
any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of a majority in principal amount of the Outstanding
Securities of that series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

       

      (1) the
Company has paid or deposited with the Trustee a sum sufficient to
pay:

       

      (A) all
overdue interest on all Securities of that series,

       

      (B) the
principal of (and premium, if any, on) any Securities of that series which have
become due otherwise than by such declaration of acceleration and any interest
thereon at the rate or rates prescribed therefor in such
Securities,

       

      (C) to
the extent that payment of such interest is lawful, interest upon overdue
interest at the rate or rates prescribed therefor in such Securities,
and

       

      (D) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and

       

      (2) all
Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series which have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.13.

       

      (c) No
such rescission shall affect any subsequent default or impair any right
consequent thereon.

       

      (d) If an
Event of Default described in Section 5.1(a)(5)
or Section 5.1(a)(6)
occurs, the Outstanding Securities shall ipso facto become immediately due and
payable without need of any declaration or other act on the part of the Trustee
or any Holder.

       

      Section
5.3  Right of Holders to Receive Payment and Suits for
Enforcement by Trustee.

       

      If an
Event of Default specified in Section 5.1(a)(1)
or Section 5.1(a)(2)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company or any other obligor on the
Securities for the whole amount of principal of, premium, if any, and accrued
interest (including any additional interest applicable with respect to
Securities of any series), together with interest on overdue principal and, to
the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate per annum borne by the
Securities and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

       

      
        
          
          

        

        
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      Section
5.4  Trustee May File Proofs of Claim.

       

      In case
of any judicial proceeding relating to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the TIA in order to have claims of the Holders and
the Trustee allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments directly to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

       

      No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and may be a member of a creditors’ or other
similar committee.

       

      Section
5.5  Trustee May Enforce Claims Without Possession of
Securities.

       

      All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

       

      Section
5.6  Application of Money Collected.

       

      If the
Trustee collects any money pursuant to this Article 5, it shall pay out such
money in the following order:

       

      First: to
the Trustee for amounts due under Section 6.7;

       

      Second:
to Holders for interest accrued on the Securities, ratably, without preference
or priority of any kind, according to the amounts due and payable on the
Securities for interest;

       

      Third: to
Holders for principal amounts (including any premium) owing under the
Securities, ratably, without preference or priority of any kind, according to
the amounts due and payable on the Securities for principal (including any
premium); and

       

      Fourth:
the balance, if any, to the Company.

       

      
        
          
          

        

        
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      The
Trustee, upon prior written notice to the Company, may fix a record date and
payment date for any payment to Holders pursuant to this Section 5.6.

       

      Section
5.7  Limitation on Suits.

       

      (a) No
Holder of any Security of any series shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver, assignee, trustee, liquidator or sequestrator (or
similar official) or for any other remedy hereunder, unless

       

      (1) such
Holder gives written notice to the Trustee of a continuing Event of Default with
respect to the Securities of that series;

       

      (2) the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

       

      (3) such
Holder or Holders offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request;

       

      (4) the
Trustee does not comply with the request within sixty (60) days after its
receipt of such notice, request and offer, and, if requested, indemnity;
and

       

      (5)
before or during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Securities of that series do not give the Trustee a
direction which is inconsistent with the request;

       

      (b) The
foregoing limitations shall not apply to a suit instituted by a Holder for the
enforcement of the payment of principal of, premium, if any, or accrued interest
on, such Security on or after the respective due dates set forth in such
Security.

       

      (c) No
one or more of such Holders shall have any right in any manner whatever by
virtue of or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all Holders.

       

      Section
5.8  Unconditional Right of Holders to Receive Principal,
Premium and Interest.

       

      Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium, if any, and (subject to Section 3.7) any
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

       

      
        
          
          

        

        
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      Section
5.9  Restoration of Rights and Remedies.

       

      If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture or any Security, and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

       

      Section
5.10  Rights and Remedies Cumulative.

       

      Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.6 and
as otherwise provided in Section 5.7, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

       

      Section
5.11  Delay or Omission Not Waiver.

       

      No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may
be.

       

      Section
5.12  Control by Holders.

       

      The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee; provided, however, that the
Trustee may refuse to follow any direction (1) that conflicts with any rule of
law or this Indenture, (2) that the Trustee determines may be unduly prejudicial
to the rights of another Holder, or (3) that may expose the Trustee to personal
liability unless the Trustee has been provided indemnity satisfactory to the
Trustee against any loss or expense caused by its following such direction; and
provided further that the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction.

       

      Section
5.13  Waiver of Past Defaults.

       

      (a) The
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its
consequences, except a default

       

      
        
          
          

        

        
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      (1) in
the payment of the principal of or any premium, if any, or interest on any
Security of such series, or

       

      (2) in
respect of a covenant or provision hereof which under Article 9 cannot be
modified or amended without the consent of the Holder of each Outstanding
Security of such series affected.

       

      (b) Upon
any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

       

      Section
5.14  Undertaking for Costs.

       

      In any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess reasonable costs,
including counsel fees and expenses, against any such party litigant, in the
manner and to the extent provided in the TIA; provided that,
neither this Section nor the TIA shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company, the Trustee or the Holders of more than 10% in aggregate
principal amount of the Outstanding Securities of any series or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or interest on any Security on or after the due date expressed in such
Security.

       

      ARTICLE
6


       

      THE
TRUSTEE

       

      Section
6.1  Certain Duties and Responsibilities.

       

      (a) In
case an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent Person would
exercise or use under the circumstances in the conduct of such Person’s own
affairs.

       

      (b)
Except during the continuance of an Event of Default:

       

      (1) the
duties of the Trustee shall be determined solely by the express provisions of
the Indenture and the Trustee undertakes to perform only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee;
and

       

      (2) in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. However, in the case of any such
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture (but need not confirm or investigate the accuracy
of mathematical calculations or other facts purported to be stated
therein).

       

      
        
          
          

        

        
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      (c) No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own bad faith, its own grossly negligent action, its own
grossly negligent failure to act or its own willful misconduct, except
that:

       

      (1) this
Section 6.1(c)
does not limit the effect of Section 6.1(b);

       

      (2) the
Trustee shall not be liable for any error of judgment made in good faith by a
Trust Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and

       

      (3) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section 5.12.

       

      (d) No
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

       

      (e)
Whether or not expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to Section 6.1(a)
through Section 6.1(d).

       

      (f) The
Trustee shall not be liable for interest on any money or assets received by it
except as the Trustee may agree in writing with the Company. Money or assets
held in trust by the Trustee need not be segregated from other funds or assets
except to the extent required by law.

       

      Section
6.2  Notice of Defaults.

       

      Within
ninety (90) days after the occurrence of any default hereunder with respect to
Securities of any series and if actually known to the Trustee, the Trustee shall
mail to all Holders of Securities of such series, as their names and addresses
appear in the Security Register, notice of such default hereunder, unless such
default shall have been cured or waived before the giving of such notice; provided, however, that, except
in the case of a default in the payment of the principal of (or premium, if any)
or interest on Securities of any series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, that in the case of any default of the character specified in
Section 5.1(a)(4)
with respect to Securities of such series no such notice to Holders shall be
given until at least thirty (30) days after the occurrence thereof. For the
purpose of this Section, the term “default” means any event which is, or after
notice of lapse of time or both would become, an Event of Default with respect
to Securities of such series. Subject to TIA Section 315(b), the Trustee shall
not be deemed to have, or be required to take, notice of any default or Event of
Default (other than a default described in (a)(1) through (3) of Section 5.1)
except upon (a) written notification from the Company, or (b) written
notification from a Holder and, in the absence of such notice, the Trustee may
conclusively presume that there is no default or Event of Default except as
aforesaid.

       

      
        
          
          

        

        
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      Section
6.3  Certain Rights of Trustee.

       

      (a)
Subject to the provisions of Section 6.1 and
the provisions of TIA Section 315:

       

      (1) the
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document;

       

      (2) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Request of the Company or Order of the Company and any resolution
of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

       

      (3)
whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers’ Certificate;

       

      (4) the
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

       

      (5) the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

       

      (6) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney at the
sole cost of the Company and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation;

       

      (7) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;

       

      
        
          
          

        

        
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      (8)
unless otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Company shall be sufficient if signed by an Officer
of the Company and the Trustee shall be entitled to conclusively rely on such
demand, request, direction, or notice, from and to the extent permitted by this
Indenture and not otherwise prohibited by or inconsistent with the
TIA;

       

      (9) the
Trustee shall not be deemed to have knowledge of any Default or Event of Default
except (A) any Event of Default occurring pursuant to Section 5.1(a)
or Section 5.1(b),
or (B) any Event of Default of which a Trust Officer of the Trustee shall have
received written notification or otherwise obtained actual
knowledge;

       

      (10)
whenever by the terms of this Indenture, the Trustee shall be required to
transmit notices or reports to any or all Holders, the Trustee shall be entitled
to conclusively rely on the information provided by the Security Registrar as to
the names and addresses of the Holders as being correct. If the Security
Registrar is other than the Trustee, the Trustee shall not be responsible for
the accuracy of such information;

       

      (11) the
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder
(including as Security Registrar), and to each agent, custodian, and any other
such Persons employed to act hereunder;

       

      (12) the
Trustee is not required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this
Indenture;

       

      (13)
whenever any provision of this Indenture indicates that any confirmation of a
condition or event is qualified by the words “to the knowledge of” or “known to”
the Trustee or words of similar meaning, said words shall mean and refer to the
current awareness of one or more Trust Officers;

       

      (14) the
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by the
Indenture;

       

      (15) in
no event shall the Trustee be responsible or liable for special, indirect or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action;
and

       

      (16) in
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts or war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services (it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to avoid and mitigate the effects of such occurrences and to resume
performance as soon as practicable under the circumstances).

       

      
        
          
          

        

        
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      (17) the
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

       

      (b)
Subject to the above provisions, the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee under this Indenture.

       

      (c) The
Trustee shall not be responsible for and makes no representations as to the
validity or sufficiency of this Indenture or the Securities (including any
Note); it shall not be accountable for the Company’s use or application of the
proceeds from the Securities or any money paid to the Company or upon the
Company’s direction as provided for pursuant to this Indenture; it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee; and it shall not be responsible for any statement or
recital herein or in the Securities or any other document in connection with the
sale of the Securities, other than the Trustee’s certificate of
authentication.

       

      The
Trustee shall have no responsibility with respect to any information in any
offering memorandum or other disclosure material and shall have no
responsibility for compliance with applicable securities laws in connection with
the issuance and sale of the Securities.

       

      Section
6.4  Trustee’s Disclaimers.

       

      The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.

       

      The
Trustee shall not be responsible for and makes no representations as to the
validity or sufficiency of this Indenture or the Securities (including any
Note); it shall not be accountable for the Company’s use or application of the
proceeds from the Securities or any money paid to the Company or upon the
Company’s direction as provided for pursuant to this Indenture; it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee; and it shall not be responsible for any statement or
recital herein or in the Securities or any other document in connection with the
sale of the Securities, other than the Trustee’s certificate of
authentication.

       

      The
Trustee shall have no responsibility with respect to any information in any
offering memorandum or other disclosure material and shall have no
responsibility for compliance with applicable securities laws in connection with
the issuance and sale of the Securities.

       

      Section
6.5  May Hold Securities and Serve as Trustee Under Other
Indentures.

       

      The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Section 6.8 and
Section 6.13 of
this Indenture and TIA Sections 310 and 311, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      Subject
to the provisions of Section 6.8, the
Trustee may become and act as trustee under other indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company are Outstanding in the same manner as if it were not
Trustee.

       

      Section
6.6  Money Held in Trust.

       

      Money
held by the Trustee in trust hereunder, until used or applied as herein
provided, need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the
Company.

       

      Section
6.7  Compensation and Reimbursement.

       

      The
Company agrees

       

      (1) to
pay to the Trustee from time to time such compensation as shall be agreed in
writing between the Company and the Trustee from time to time for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

       

      (2)
except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel); provided, however, Trustee
shall provide the Company reasonable advance notice of any expenditure not in
the ordinary course of business; and further provided, however, that the
Company shall have no obligation to reimburse the Trustee with respect to any
such expense, disbursement or advance as may be attributable to the Trustee’s
negligence, willful misconduct or bad faith; and

       

      (3) to
indemnify each of the Trustee, or any predecessor Trustee, for, and to hold it
harmless against, any and all loss, liability, damage, claim or expense,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), incurred without negligence, willful misconduct or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the reasonable costs
and expenses of defending itself against any claim (whether asserted by the
Company, or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder or in
connection with enforcing the provisions of this Section.

       

      The
Trustee shall have a lien prior to the Securities upon all property and funds
held by it hereunder for any amount owing it or any predecessor Trustee pursuant
to this Section, except with respect to funds held in trust for the benefit of
the Holders of particular Securities.

       

      Without
limiting any rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 5.1(a)(5)
or Section 5.1(a)(6),
the expenses (including the reasonable charges and expenses of its counsel) and
the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      The
provisions of this Section shall survive the satisfaction and discharge of this
Indenture and the resignation or removal of the Trustee.

       

      Section
6.8  Disqualification; Conflicting Interests.

       

      If the
Trustee has or shall acquire a conflicting interest within the meaning of the
TIA, the Trustee shall either eliminate such conflict, apply to the SEC for
permission to continue as Trustee, or resign, to the extent and in the manner
provided by, and subject to the provisions of, the TIA and this
Indenture.

       

      To the
extent permitted by the TIA, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series.

       

      Section
6.9  Corporate Trustee Required; Eligibility.

       

      There
shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the TIA to act as such and has a combined capital and
surplus of at least $50,000,000. If such Person publishes reports of condition
at least annually, pursuant to law or to the requirements of any federal or
state supervising or examining authority, then for the purposes of this Section,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this
Article.

       

      Section
6.10  Resignation and Removal; Appointment of
Successor.

       

      (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.11.

       

      (b) The
Trustee may resign at any time with respect to the Securities of one or more
series by giving written notice thereof to the Company. If the instrument of
acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the Trustee within thirty (30) days after the
giving of such notice of resignation, the resigning Trustee may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such
series.

       

      (c) The
Trustee may be removed at any time with respect to the Securities of any series
by Act of the Holders of a majority in principal amount of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11
shall not have been delivered to the Trustee within thirty (30) days after the
giving of such notice of removal, the Trustee being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such
series.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      (d) If at
any time:

       

      (1) the
Trustee shall fail to comply with Section 6.8
after written request therefor by the Company or by any Holder who has been a
bona fide Holder of a Security for at least six (6) months, or

       

      (2) the
Trustee ceases to be eligible under Section 6.9 and
shall fail to resign after written request therefor by the Company or by any
such Holder, or

       

      (3) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

       

      then, in
any such case, (i) the Company by or pursuant to a Board Resolution may remove
the Trustee and appoint a successor Trustee with respect to all Securities, or
(ii) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Security for at least six (6)
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or
Trustees.

       

      (e) If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, with respect to the
Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 6.11,
become the successor Trustee with respect to the Securities of such series and
to that extent supersede the successor Trustee appointed by the Company. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11,
any Holder who has been a bona fide Holder of a Security of such series for at
least six (6) months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

       

      (f) The
Company shall give notice of each resignation and each removal of the Trustee
with respect to the Securities of any series and each appointment of a successor
Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 1.8.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust
Office.

       

      
        
          
          

        

        
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      Section
6.11  Acceptance of Appointment by Successor.

       

      (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

       

      (b) In
case of the appointment hereunder of a successor Trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates; provided, however, that to the
extent that such property and money is not held by the Trustee in trust for the
benefit of the Holders of particular Securities, such retiring Trustee shall
transfer and deliver to such successor Trustee such property and money upon
payment of its charges hereunder.

       

      (c) Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) and (b) of this Section, as the case may be.

       

      
        
          
          

        

        
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      (d) No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

       

      Section
6.12  Merger, Conversion, Consolidation or Succession to
Business.

       

      Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation or banking association resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any corporation or banking association succeeding to all or substantially all
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder; provided such
corporation or banking association shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities; and in case at that time any Securities shall not have been
authenticated, any successor to the Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates of authentication shall
have the full force and effect which is otherwise provided for anywhere in the
Securities or in this Indenture that a certificate of authentication of the
Trustee would have.

       

      Section
6.13  Preferential Collection of Claims Against
Company.

       

      If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the TIA regarding the collection of claims against the Company (or any such
other obligor).

       

      Section
6.14  Investment of Certain Payments Held by the
Trustee.

       

      Any
amounts held by the Trustee hereunder, other than pursuant to Article 13 hereof,
shall be invested by the Trustee from time to time at the written direction of
the Company in such investments as may be specified by the Company and permitted
by law and under the Indenture; provided that in
investing trust funds pursuant to the terms of this Section and liquidating any
investments held in trust hereunder, the Trustee may, to the extent permitted by
law, purchase securities (including for the purposes of this paragraph
securities as to which the Trustee or a Trustee Affiliate (as defined below) is
the issuer or guarantor) from, and sell securities to, itself or any Trustee
Affiliate and purchase securities underwritten by, or in which a market is made
by, the Trustee or a Trustee Affiliate. For the purposes hereof, a “Trustee
Affiliate” shall mean an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Trustee. Any income or gain realized as a result of any such investment
shall be promptly distributed (in no event later than the next Business Day) to
the Company after any intended amounts have been paid to the Holders entitled
thereto, except after the occurrence and during the continuance of an Event of
Default. The Trustee shall have no liability to the Company for any loss
resulting from any investment made in accordance with this Section, and shall
bear no expense in connection with any investment pursuant to this Section. Any
such investment may be sold (without regard to maturity date) by the Trustee
whenever necessary to make any distribution required by this Indenture. Nothing
herein shall require the Trustee to invest funds held by it pursuant to the last
paragraph of Section 10.3.

       

      
        
          
          

        

        
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      Section
6.15  Appointment of Authenticating Agent.

       

      (a) The
Trustee may appoint an Authenticating Agent or Agents with respect to one or
more series of Securities which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series issued upon original issue and
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

       

      (b) Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to all or substantially all the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent provided such corporation shall be otherwise eligible under
this Section, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.

       

      (c) An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

       

      
        
          
          

        

        
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      (d) The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.

       

      (e) If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to or in
lieu of the Trustee’s certificate of authentication, an alternative certificate
of authentication in the following form:

       

      This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

       

      As
Trustee

       

      By:           [Name
of Authenticating Agent]

       

      As
Authenticating Agent

       

      By:

       

      Authorized
Signatory

       

      Dated:

       

      ARTICLE
7


       

      HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY

       

      Section
7.1  Company to Furnish Trustee Names and Addresses of
Holders.

       

      If the
Trustee is not the Security Registrar, the Company shall cause the Security
Registrar to furnish to the Trustee, in writing at least five (5) Business Days
before each Interest Payment Date (provided, however, if interest
payments are made less frequently than every six (6) months as to any series
then the Company shall cause such report to be made as to such series in any
event not less than once every six (6) months), and at such other times as the
Trustee may request in writing, within thirty (30) days after the receipt by the
Company of any such request, a list in such form and as of such date, not more
than fifteen (15) days prior to the time such list is furnished, as the Trustee
may reasonably require of the name and addresses of Holders of Securities of
each series.

       

      Section
7.2  Preservation of Information; Communications to
Holders.

       

      (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.1 and
the names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.1 upon
receipt of a new list so furnished.

       

      
        
          
          

        

        
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      (b) The
rights of the Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the
TIA.

       

      (c) Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the TIA.

       

      Section
7.3  Reports by Trustee.

       

      (a) The
Trustee shall transmit to Holders such reports concerning the Trustee and its
actions under this Indenture as may be required pursuant to the TIA at the times
and in the manner provided pursuant thereto. If required by TIA Section 313(a)
(but not otherwise) the Trustee shall, within sixty (60) days after each May
15th following the date of the first issuance of Securities hereunder deliver to
Holders a brief report, dated as of such May 15, [•], which complies with the
provisions of TIA Section 313(a).

       

      (b) A
copy of each such report shall, at the time of such transmission to Holders, be
filed by the Trustee with each stock exchange upon which any Securities are
listed with the SEC and with the Company. The Company promptly will notify the
Trustee when any Securities are listed on any stock exchange or delisted
therefrom.

       

      Section
7.4  Reports by Company.

       

      The
Company shall file with the Trustee and the SEC, and transmit to Holders, such
information, documents and other reports, and such summaries thereof, as may be
required pursuant to the TIA at the times and in the manner provided pursuant to
such Act; provided that any
such information, documents or reports required to be filed with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within fifteen (15) days after the same is so required to be filed with
the SEC. Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates).

       

      ARTICLE
8


       

      CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE

       

      Section
8.1  Company May Consolidate, Etc., Only on Certain
Terms.

       

      The
Company shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, unless:

       

      (1) the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by conveyance, transfer or lease the properties and assets
of the Company substantially as an entirety shall be a corporation organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, the due and punctual payment of the principal of (and premium,
if any) and interest on all the Securities and the performance of every covenant
of this Indenture on the part of the Company to be performed or
observed;

       

      
        
          
          

        

        
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      (2)
immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing; and

       

      (3) the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and such supplemental indenture comply with this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

       

      (4) This
Section shall not apply to any merger or consolidation in which the Company is
the surviving corporation; provided that,
immediately after giving effect to such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing.

       

      Section
8.2  Successor Substituted.

       

      Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.

       

      ARTICLE
9


       

      SUPPLEMENTAL
INDENTURES

       

      Section
9.1  Supplemental Indentures Without Consent of
Holders.

       

      Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

       

      (1) to
evidence the succession of another Person to the Company, or successive
successions, and the assumption by any such successor of the covenants of the
Company herein and in the Securities; or

       

      (2) to
add to the covenants of the Company for the benefit of the Holders of all or any
series of Securities (and if such covenants are to be for the benefit of less
than all series of Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or
power herein conferred upon the Company; or

       

      
        
          
          

        

        
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      (3) to
add any additional Events of Default with respect to all or any series of
Securities; or

       

      (4) to
add to or change any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the issuance of Securities in bearer form,
registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of Securities in the form of
Book-Entry Securities or in the form of Global Securities; or

       

      (5) to
add to, change or eliminate any of the provisions of this Indenture in respect
of one or more series of Securities; provided that any
such addition, change or elimination (A) shall neither (i) apply to any Security
of any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or

       

      (6) to
secure the Securities; or

       

      (7) to
establish the form or terms of Securities of any series as permitted by Section 2.1 and
Section 3.1;
or

       

      (8) to
comply with the rules of any applicable Depository; or

       

      (9) to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 6.11(b);
or

       

      (10) if
allowed, without penalty under applicable laws and regulations, to permit
payment in the United States (including any of the States thereof and the
District of Columbia), its territories, its possessions and other areas subject
to its jurisdiction of principal, premium, if any, or interest, if any, on
Securities in bearer form or coupons, if any; or

       

      (11) to
cure any ambiguity, to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein or to make any other
provisions with respect to matters or questions arising under this Indenture;
provided that such action pursuant to this clause (11), other than with respect
to a defective provision, shall not adversely affect the interests of the
Holders of Securities of any series in any material respect.

       

      Section
9.2  Supplemental Indentures with Consent of
Holders.

       

      With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series adversely affected by such supplemental
indenture (including consents obtained in connection with a consent
solicitation, tender offer, or exchange for Securities), by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

       

      
        
          
          

        

        
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      (1)
change the Stated Maturity of the principal of, or any installment of principal
of or premium or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or adversely affect the right of the Holder of any Security to require
the Company to repurchase such Securities, or

       

      (2)
reduce the percentage in principal amount of the Outstanding Securities of any
series, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture,
or

       

      (3)
modify any provisions of this Section the provisions of this Section 9.2 or
Section 5.13 or
Section 10.5,
except to increase any percentage set forth in such Sections or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to “the Trustee” and concomitant changes in this Section 9.2 and
Section 10.5, or
the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and
Section 9.1(8);
or

       

      (4) if
the Securities of any series are convertible into or for any other securities or
property of the Company, make any change that adversely affects in any material
respect the right to convert any Security of such series (except as permitted by
Section 9.1) or
decrease the conversion rate or increase the conversion price of any such
Security of such series, unless such decrease or increase is permitted by the
terms of such Security.

       

      A
supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

       

      It shall
not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

       

      
        
          
          

        

        
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      After a
supplemental indenture under this Section becomes effective, the Company shall
mail to the Trustee a notice briefly describing such supplemental indenture or a
copy of such supplemental indenture and the Trustee shall mail such notice or
supplemental indenture to Holders affected thereby. Any failure of the Company
to mail such notice, or any defect thereon, or any failure of the Company to
mail such supplemental indenture, shall not in any way impair or affect the
validity of any such supplemental indenture.

       

      Section
9.3  Execution of Supplemental Indentures.

       

      In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.1)
shall be fully protected in relying upon, an Officers’ Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or
otherwise.

       

      Section
9.4  Effect of Supplemental Indentures.

       

      Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

       

      Section
9.5  Conformity with Trust Indenture Act.

       

      Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA.

       

      Section
9.6  Reference in Securities to Supplemental
Indentures.

       

      Securities
of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

       

      ARTICLE
10


       

      COVENANTS

       

      Section
10.1  Payment of Principal, Premium and Interest.

       

      The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay the principal of (and premium, if any) and
interest on the Securities of the series in accordance with the terms of the
Securities and this Indenture.

       

      
        
          
          

        

        
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      Section
10.2  Maintenance of Office or Agency.

       

      The
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Trustee is hereby initially appointed Paying Agent, and the Corporate Trust
Office of the Trustee is initially designated as the office or agency for the
foregoing purposes. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

       

      The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

       

      Section
10.3  Money for Securities Payments to Be Held in
Trust.

       

      If the
Company shall at any time act as its own Paying Agent with respect to any series
of Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any of the Securities of that series, segregate
and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

       

      Whenever
the Company shall have one or more Paying Agents for any series of Securities,
it will, on or before each due date of the principal of (and premium, if any) or
interest on any Securities of that series, deposit with a Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

       

      The
Company will cause each Paying Agent for any series of Securities other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will:

       

      (1) hold
all sums held by it for the payment of the principal of (and premium, if any) or
interest on Securities of that series in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided;

       

      
        
          
          

        

        
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      (2) give
the Trustee notice of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment of principal (and
premium, if any) or interest on the Securities of that series; and

       

      (3) at
any time during the continuance of any such default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

       

      The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Order of the
Company direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

       

      Any money
deposited with the Trustee or any Paying Agent, or received by the Trustee in
respect of obligations deposited with the Trustee pursuant to Article 13, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for two (2) years after such principal (and premium, if any) or
interest has become due and payable shall be paid to the Company on Request of
the Company (unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law), or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof (unless the Company has remitted required moneys or property to
the appropriate governmental authority under any applicable escheat or abandoned
or unclaimed property laws, or has otherwise been discharged under such laws or
laws of similar applicability, in which case such Holder shall look solely to
its remedies (if any) under such laws and not to the Company), and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in the City of New York or mailed to Holders entitled
to such notice, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than thirty (30) days from the date
of such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

       

      Section
10.4  Corporate Existence.

       

      Subject
to Article 8, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights
(charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company.

       

      
        
          
          

        

        
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      Section
10.5  Waiver of Certain Covenants.

       

      Except as
otherwise set forth in any supplemental indenture, the Company may omit in any
particular instance to comply with any covenant or condition set forth in Section 10.4 or
in any supplemental indenture with respect to the Securities of any series, if
before or after the time for such compliance the Holders of at least a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

       

      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to waive compliance with any covenant or
condition hereunder. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
waive any such compliance, whether or not such Holders remain Holders after such
record date.

       

      Section
10.6  Compliance Certificate.

       

      The
Company will furnish to the Trustee, within 120 days after the end of each
fiscal year of the Company ending after the date of the first issuance of
Securities of the applicable series, a brief certificate (which need not comply
with Section 1.4)
from the principal executive, financial or accounting Officer of the Company
stating that in the course of the performance by the signer of his or her duties
as an Officer of the Company he or she would normally have knowledge of any
default or non-compliance by the Company in the performance of any covenants or
conditions contained in this Indenture or any supplemental indenture with
respect to such Securities, stating whether or not he or she has knowledge of
any such default or non-compliance and, if so, specifying each such default or
non-compliance of which the signer has knowledge and the nature thereof. For
purposes of this Section 10.6,
non-compliance or default shall be determined without regard to any grace period
or requirement of notice provided pursuant to the terms of this
Indenture.

       

      ARTICLE
11


       

      REDEMPTION
OF SECURITIES

       

      Section
11.1  Applicability of Article.

       

      Securities
of any series that are redeemable in whole or in part before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for
Securities of any series) in accordance with this Article.

       

      Section
11.2  Election to Redeem; Notice to Trustee.

       

      The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution or Officers’ Certificate. In case of any
redemption at the election of the Company of the Securities of any series, the
Company shall, at least sixty (60) days prior to the Redemption Date fixed by
the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (1) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (2) pursuant to an election of
the Company that is subject to a condition specified in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers’ Certificate evidencing compliance with such restriction or
condition.

       

      
        
          
          

        

        
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      Section
11.3  Selection of Securities to Be Redeemed.

       

      If less
than all the Securities of any series are to be redeemed (unless all of the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than sixty (60) days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by (1) in such manner as complies with the
requirements of the principal national securities exchange, if any, on which the
Securities being redeemed are listed, or (2) if the Securities are not then
listed on a national securities exchange, then pro rata or by lot or (3) by such
other method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of a portion of the principal amount of
any Security of such series; provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all of the Securities of such
series and of a specified tenor are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than sixty (60) days prior to the Redemption Date by the
Trustee, from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding
sentence.

       

      The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed and portions of
Securities selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Securities of a Holder are to be redeemed, the entire
Outstanding amount of Securities held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

       

      The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

       

      For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be
redeemed.

       

      
        
          
          

        

        
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      Section
11.4  Notice of Redemption.

       

      (a)
Notice of redemption shall be given by first-class mail, postage prepaid, mailed
not less than thirty (30) nor more than sixty (60) days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

       

      (b) All
notices of redemption shall identify the Securities to be redeemed (including
CUSIP numbers; provided, however, that no
representation will be made as to the correctness or accuracy of the CUSIP
number) and shall state:

       

      (1) the
Redemption Date,

       

      (2) the
Redemption Price (or the method of calculating such price),

       

      (3) in
the case of partial redemption of any Securities, the principal amounts of the
particular Securities to be redeemed,

       

      (4) that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security, or portion thereof, to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,

       

      (5) for
any Securities that by their terms may be converted, the terms of conversion,
the date on which the right to convert the Security to be redeemed will
terminate and the place or places where such Securities may be surrendered for
conversion;

       

      (6) the
place or places where such Securities are to be surrendered for payment of the
Redemption Price, and

       

      (7) that
the redemption is for a sinking fund, if such is the case.

       

      (c)
Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company’s request delivered at least 10
days prior to the date such notice is to be given (unless a shorter period shall
be acceptable to the Trustee), by the Trustee in the name and at the expense of
the Company and shall be irrevocable. The notice, if mailed in the manner
provided herein, shall be conclusively presumed to have been given, whether or
not the Holder receives such notice. In any case, failure to give such notice by
mail or any defect in the notice to the Holder of any Security designed for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other securities.

       

      Section
11.5  Deposit of Redemption Price.

       

      On or
prior to the Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.3) an
amount of money in the currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.1 for
the Securities of such series) sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.

       

      
        
          
          

        

        
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      Section
11.6  Securities Payable on Redemption Date.

       

      (a)
Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued but unpaid interest)
such Securities shall cease to bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued but unpaid
interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1,
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 3.7.

       

      (b) If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal and any premium shall, until paid, bear interest
from the Redemption Date at the rate prescribed therefor in the
Security.

       

      Section
11.7  Securities Redeemed in Part.

       

      Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver or make available for delivery to the Holder of
such Security without service charge, a new Security or Securities of the same
series and of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered. If a
Book-Entry Security is so surrendered, such new Security so issued shall be a
new Book-Entry Security.

       

      ARTICLE
12


       

      REPURCHASE
AT THE OPTION OF HOLDERS

       

      Section
12.1  Applicability of Article.

       

      Repurchase
of Securities of any series before their Stated Maturity at the option of
Holders thereof shall be made in accordance with the terms of such Securities
and (except as otherwise specified or as contemplated by Section 3.1 for
Securities of any series) in accordance with this Article.

       

      Section
12.2  Repurchase of Securities.

       

      Securities
of any series subject to repurchase in whole or in part at the option of the
Holders thereof will, unless otherwise provided in the terms of such Securities,
be repurchased at a price equal to the principal amount thereof and premium, if
any, thereon, together with interest thereon accrued to the Repurchase Date
specified in or pursuant to the terms, if any, of such Securities. The Company
covenants that on or before the Repurchase Date it will deposit with the Trustee
or Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 10.3) an
amount of money sufficient to pay the principal (or, if so provided by the terms
of the Securities of any series, a percentage of the principal) of, the premium,
if any, and (except if the Repurchase Date shall be an Interest Payment Date)
accrued interest on, all the Securities or portions thereof, as the case may be,
to be repurchased on such date, as required by any supplemental
indenture.

       

      
        
          
          

        

        
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      Section
12.3  Exercise of Option.

       

      Securities
of any series subject to repurchase at the option of the Holders thereof may
contain an “Option to Elect Repurchase” form on the reverse of such Securities.
In the case of Securities with the “Option to Elect Repurchase” form, such
Securities to be repurchased at the option of the Holder must have the “Option
to Elect Repurchase” form duly completed by the Holder (or by the Holder’s
attorney duly authorized in writing), and such completed form and Securities
must be received by the Company at the Place of Payment therefor specified in
the terms of such Security (or at such other place or places of which the
Company shall from time to time notify the Holders of such Securities) not
earlier than 45 days nor later than 30 days prior to the Repurchase Date. If
less than the entire principal amount of such Security is to be repurchased in
accordance with the terms of such Security, the principal amount of such
Security to be repurchased, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repurchased, must be specified.
The principal amount of any Security providing for repurchase at the option of
the Holder thereof may not be repurchased in part if, following such repurchase,
the unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repurchased is a part. Except as otherwise may be provided by the terms of any
Security providing for repurchase at the option of the Holder thereof, exercise
of the repurchase option by the Holder shall be irrevocable unless waived by the
Company.

       

      Section
12.4  When Securities Presented for Repurchase Become Due and
Payable.

       

      If
Securities of any series providing for repurchase at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repurchased shall become due and payable and
shall be paid by the Company on the Repurchase Date therein specified, and on
and after such Repurchase Date (unless the Company shall default in the payment
of such Securities on such Repurchase Date) such Securities shall, if the same
were interest-bearing, cease to bear interest. Upon surrender of any such
Security for repurchase in accordance with such provisions, the principal amount
of such Security so to be repurchased shall be paid by the Company, together
with accrued interest and/or premium, if any, to (but excluding) the Repurchase
Date; provided,
however, that,
unless otherwise specified as contemplated by Section 3.1,
installments of interest, if any, whose Stated Maturity is on or prior to the
Repurchase Date shall be payable (but without interest thereon, unless the
Company shall default in the payment thereof) to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 3.7.

       

      
        
          
          

        

        
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      If the
principal amount of any Security surrendered for repurchase shall not be so
repurchased upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repurchase Date) and any premium
shall, until paid, bear interest from the Repurchase Date at the rate of
interest or yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.

       

      Section
12.5  Securities Repurchased in Part.

       

      Upon
surrender of any Security which is to be repurchased in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge and at the expense of the Company, a new
Security or Securities of the same series, of any authorized denomination
specified by the Holder, in a principal amount equal to and in exchange for the
portion of the principal of such Security so surrendered which is not to be
repurchased.

       

      ARTICLE
13


       

      SINKING
FUNDS

       

      Section
13.1  Applicability of Article.

       

      (a) The
provisions of this Article shall be applicable to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.1 for
Securities of such series.

       

      (b) The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred a “mandatory sinking fund payment,”
and any payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of Securities of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 13.2.
Each sinking fund payment shall be applied to the redemption of Securities of
any series as provided for by the terms of Securities of such
series.

       

      Section
13.2  Satisfaction of Sinking Fund Payments with
Securities.

       

      The
Company (1) may deliver Outstanding Securities of a series (other than any
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced
accordingly.

       

      
        
          
          

        

        
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      Section
13.3  Redemption of Securities for Sinking Fund.

       

      Not less
than forty-five (45) days prior to each sinking fund payment date for any series
of Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 13.2 and
stating the basis for such credit and that such Securities have not been
previously so credited and will also deliver to the Trustee any Securities to be
so delivered. Not less than thirty (30) days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.3 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.4.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 11.6 and
Section 11.7.

       

      ARTICLE
14


       

      DEFEASANCE
AND COVENANT DEFEASANCE

       

      Section
14.1  Applicability of Article; Company’s Option to Effect
Defeasance or Covenant Defeasance.

       

      Unless,
pursuant to Section 3.1,
provision is made that either or both of (1) defeasance of the Securities of a
series under Section 14.2 as
may be specified pursuant to Section 3.1 with
respect to any Securities, shall be applicable or (2) covenant defeasance of the
Securities of a series under Section 14.3
shall not apply to the Securities of a series, then the provisions of such
Section or Sections, as the case may be, together with the other provisions of
this Article Thirteen, with such modifications thereto to the Securities of such
series, and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series, elect to have either Section 14.2 (if
applicable) or Section 14.3 (if
applicable) applied to the Outstanding Securities of such series upon compliance
with the conditions set forth below in this Article 14.

       

      Section
14.2  Defeasance and Discharge.

       

      Upon the
Company’s exercise of its option to have this Section applied to any series of
Securities, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series, and the
provisions of Article 14 hereof shall cease to be effective, on and after the
date the conditions precedent set forth below are satisfied (hereinafter,
“defeasance”). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities of such series which shall thereafter be deemed to be
“Outstanding” only for the purposes of the Sections of this Indenture referred
to in clauses (1) and (2) of this Section, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described in Section 14.4 as
more fully set forth in such Section, payments of the principal of (and premium,
if any) and interest on such Securities when such payments are due, (2) the
Company’s obligations with respect to such Securities under Section 3.5,
Section 3.6,
Section 10.2 and
Section 10.3 and
such obligations as shall be ancillary thereto, (3) the rights, powers, trusts,
duties, immunities and other provisions in respect of the Trustee hereunder and
(4) this Article. Subject to compliance with this Article, the Company may
exercise its option under this Section 14.2
notwithstanding the prior exercise of its option under Section 14.3
with respect to the Securities of such series. Following a defeasance, payment
of such Securities may not be accelerated because of an Event of
Default.

       

      
        
          
          

        

        
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      Section
14.3  Covenant Defeasance.

       

      Upon the
Company’s exercise of its option (if any) to have this Section applied to any
series of Securities, the Company shall be released from its obligations under
Section 8.1,
Section 10.5 and
Section 10.6
(and any covenant made applicable to such Securities pursuant to Section 3.1) and
the occurrence of an event specified in Section 5.1(a)(4)
(with respect to Section 8.1,
Section 10.5 and
Section 10.6 or
any such covenant) (and any other Event of Default applicable to such Securities
that are determined pursuant to Section 3.1 to
be subject to this provision) shall not be deemed to be an Event of Default with
respect to the Outstanding Securities of such series and the provisions of
Article 14 hereof shall cease to be effective on and after the date the
conditions set forth below are satisfied (hereinafter, “covenant defeasance”),
and such Securities shall thereafter be deemed not to be “Outstanding” for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any other thereof) in connection with Section 8.1,
Section 10.5 and
Section 10.6
(and any other covenant made applicable to such Security pursuant to Section 3.1) and
any such Events of Default, but shall continue to be deemed “Outstanding” for
all other purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to the Outstanding Securities of such series, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of any reference in any
such Section or such other covenant to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby. Notwithstanding the defeasance by the Company of its
obligations under Section 8.1,
Section 10.5 and
Section 10.6,
any successor shall be required to assume the Company’s obligations under Section 6.7 as a
condition to such succession.

       

      Section
14.4  Conditions to Defeasance or Covenant
Defeasance.

       

      The
following shall be the conditions precedent to application of either Section 14.2 or
Section 14.3 to
the Outstanding Securities of or within such series:

       

      
        
          
          

        

        
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      (1) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 6.9 who
shall agree to comply with the provisions of this Article applicable to it) as
trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) money in an amount (in such currency,
currencies or currency units in which such Securities are then specified as
payable at Maturity), or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof in an amount,
sufficient, without reinvestment, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium, if any) and interest on the Outstanding Securities of
such series on the Maturity of such principal, premium, if any, or interest and
(ii) any mandatory sinking fund payments applicable to such Securities on the
day on which such payments are due and payable in accordance with the terms of
this Indenture and such Securities. Before such a deposit the Company may make
arrangements satisfactory to the Trustee for the redemption of Securities at a
future date or dates in accordance with Article 11, which shall be given effect
in applying the foregoing “U.S. Government Obligations” means securities that
are (x) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (y) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer thereof,
and shall also include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act) as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depositary receipt; provided that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the U.S. Government Obligation or the
specific payment of principal of or interest on the U.S. Government Obligation
evidenced by such depositary receipt.

       

      (2) No
Event of Default or event which with notice or lapse of time or both would
become an Event of Default with respect to the Securities of such series shall
have occurred and be continuing (A) on the date of such deposit or (B) insofar
as Section 5.1(a)(5)
and Section 5.1(a)(6)
are concerned, at any time during the period ending on the 91st day after the
date of such deposit or, if longer, ending on the day following the expiration
of the longest preference period applicable to the Company in respect of such
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

       

      (3) Such
defeasance or covenant defeasance shall not (A) cause the Trustee for the
Securities of such series to have a conflicting interest as defined in Section 6.8 or
for purposes of the TIA with respect to any Securities of the Company or (B)
result in the trust arising from such deposit to constitute, unless it is
qualified as, a regulated investment company under the Investment Company Act of
1940, as amended.

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      (4) Such
defeasance or covenant defeasance shall not result in a breach or violation of
or constitute a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound.

       

      (5) In
the case of an election under Section 14.2,
the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (B) since the date of this Indenture there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the Holders
of the Outstanding Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not
occurred.

       

      (6) In
the case of an election under Section 14.3,
the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of the Outstanding Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred.

       

      (7) Such
defeasance or covenant defeasance shall be effected in compliance with any
additional terms, conditions or limitations which may be imposed on the Company
in connection therewith pursuant to Section 3.1.

       

      (8) The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 14.2 or
the covenant defeasance under Section 14.3 (as
the case may be) have been complied with.

       

      Section
14.5  Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions.

       

      Subject
to the provisions of the last paragraph of Section 10.3,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or other qualifying trustee (collectively, for
purposes of this Section 14.5,
the “Trustee”) pursuant to Section 14.4 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent (but
not including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law. Money so held in trust shall not be subject to the provisions of this
Article.

       

      The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the money or U.S. Government Obligations
deposited pursuant to Section 14.4 or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of
Outstanding Securities; provided that the
Trustee shall be entitled to charge any such tax, fee or other charge to such
Holder’s account.

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      Anything
herein to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Request of the Company any money or U.S.
Government Obligations held by it as provided in Section 14.4
which in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance, as the case
may be with respect to such Securities.

       

      Section
14.6  Reinstatement.

       

      If the
Trustee or the Paying Agent is unable to apply any money in accordance with this
Article by reason of any order or judgment or any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company’s obligations under the Securities of such series shall be revived
and reinstated as though no deposit had occurred pursuant to this Article until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 14.5;
provided, however, that (a) if
the Company makes any payment of principal of (and premium, if any) or interest
on any such Security following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities to receive
such payment from the money held by the Trustee or the Paying Agent, and (b)
unless otherwise required by any legal proceeding or any order or judgment of
any court or governmental authority, the Trustee or Paying Agent shall return
all such money and U.S. Government Obligations to the Company promptly after
receiving a written request therefor at any time, if such reinstatement of the
Company’s obligations has occurred and continues to be in effect.

       

      Section
14.7  Qualifying Trustee.

       

      Any
trustee appointed pursuant to Section 14.4 for
the purpose of holding trust funds deposited pursuant to that Section shall be
appointed under an agreement in form acceptable to the Trustee and shall provide
to the Trustee a certificate of such trustee, upon which certificate the Trustee
shall be entitled to conclusively rely, that all conditions precedent provided
for herein to the related defeasance or covenant defeasance have been complied
with. In no event shall the Trustee be liable for any acts or omissions of said
trustee.

       

      ARTICLE
15


       

      IMMUNITY
OF INCORPORATORS, STOCKHOLDERS,

      OFFICERS,
DIRECTORS AND EMPLOYEES

       

      Section
15.1  Exemption from Individual Liability.

       

      No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer, director,
or employee, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations
of the Company, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers,
directors, or employees, as such, of the Company or of any successor Person, or
any of them, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and all
such personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer, director, or employee, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issue of such Securities.

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      *****

       

      This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original but all such counterparts shall
together constitute but one and the same instrument.

       

      [signature
page follows]

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.

       

      
        	
                GENCORP
      INC.

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

      


      


      
        	
                
                  THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

                

                as
      Trustee

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      Form of
Face of Security.

       

      [insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]

       

      
        	
                GenCorp
      Inc.

              	
                $

              
	
                No.

              	
                CUSIP
      NO.

              


      

      


      GenCorp
Inc., a corporation duly organized and existing under the laws of Ohio (herein
called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to
pay           to or registered assigns, the principal sum
of                   
Dollars
on                   
[if the Security is to bear interest prior to Maturity, insert, and to pay
interest thereon
from                   
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually
on                   
and                   
in each year,
commencing                   
, at the rate of         % per annum,
until the principal hereof is paid or made available for payment [if applicable,
insert — and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of         %
per annum on any overdue principal and premium and on any overdue installment of
interest]. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be
the                   
or                    
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than ten (10) days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

       

      [If the
Security is not to bear interest prior to Maturity, insert — The principal of
this Security shall not bear interest except in the case of a default in payment
of principal upon acceleration, upon redemption or at Stated Maturity and in
such case the overdue principal of this Security shall bear interest at the rate
of       %  per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such default in payment to the date payment of such principal has
been made or duly provided for. Interest on any overdue principal shall be
payable on demand. [Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate
of       %  per annum (to the extent that the
payment of such interest shall be legally enforceable), which shall accrue from
the date of such demand for payment to the date payment of such interest has
been made or duly provided for, and such interest shall also be payable on
demand.]]

       

      Payment
of the principal of (and premium, if any) and [if applicable, insert — any such]
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in such coin or currency of [the United States of
America] as at the time of payment is legal tender for payment of public and
private debts [if applicable, insert —; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account maintained by the Person
entitled thereto as specified in the Security Register; provided, however such Person
shall have given the Trustee written wire instructions at least five (5)
Business Days prior to the applicable Interest Payment Date.]

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      [If the
Security is payable in a foreign currency, currency unit or composite currency
insert — the appropriate provision.]

       

      Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

       

      Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

       

      IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

       

      
        	
                GENCORP
      INC.

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

      


      Attest:

       

      Title:

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      Form of
Reverse of Security.

       

      This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of [• ], 200 [• ] (herein called the “Indenture”), between
the Company
and                    
, as Trustee (herein called the “Trustee”), which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [, initially limited in aggregate
principal amount to $        ].

       

      [If
applicable, insert — The Securities of this series are subject to redemption
upon not less than thirty (30) nor more than sixty (60) days’ notice by mail,
such thirty (30) or sixty (60) days, as the case may be, to be counted from the
date notice is mailed, [if applicable, insert — (1)
on                    
in any year commencing with the
year                    
and ending with the year through operation of the sinking fund for this series
at a Redemption Price equal to 100% of the principal amount, and (2)] at any
time [on or
after                   
, 20  ], as a whole or in part, at the election of the Company, [at
Redemption Prices determined as follows:] at the following Redemption Prices
(expressed as percentages of the principal amount): [If redeemed [on or before,
%]: If redeemed on or
before                    
, and if redeemed] during the 12-month period
beginning                   
of the years indicated,

       

      
        	
                Year

              	
                Redemption
      Price

              
	
                20[•]

              	 
      
	
                20[•]

              	 
      


      

      


      and
thereafter at a Redemption Price equal to % of the principal amount,] together
in the case of any such redemption [if applicable, insert — (whether through
operation of the sinking fund or otherwise)] with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior
to such Redemption Date will be payable to the Holders of such Securities, or
one or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Dates or Special Record Dates referred to on the face
hereof, all as provided in the Indenture.]

       

      [If
applicable, insert — The Securities of this series are subject to redemption
upon not less than thirty (30) nor more than sixty (60) days’ notice by mail,
such thirty (30) or sixty (60) days, as the case may be, to be counted from the
date notice is mailed, (1)
on                   
in any
year commencing with the
year                   
and ending with the
year                   
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [on
or
after                   
], as a whole or in part, at the election of the Company, at the Redemption
Prices for redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below:
If redeemed during the 12-month period
beginning                   
the years indicated,

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      
        	
                Year

              	
                Redemption
      Price for Redemption Through Operation of the Sinking
  Fund

              
	
                20[•]

              	 
      
	
                20[•]

              	 
      


      

      


      and
thereafter at a Redemption Price equal to % of the principal amount, together in
the case of any such redemption (whether through operation of the sinking fund
or otherwise) with accrued interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular Record
Dates or Special Record Dates referred to on the face hereof, all as provided in
the Indenture.]

       

      [The
sinking fund for this series provides for the redemption
on                   
in each year beginning with the
year                   
and ending with the
year                   
f [not less than
$                   
“mandatory sinking fund”) and not more than] $ aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the
Company otherwise than through [mandatory] sinking fund payments may be credited
against subsequent [mandatory] sinking fund payments otherwise required to be
made [in the inverse order in which they become due].]

       

      [If the
Securities do not have a sinking fund, then insert — the Securities do not have
the benefit of any sinking fund obligations.]

       

      [If the
Security is subject to redemption, insert — In the event of redemption of this
Security in part only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.]

       

      [If the
Security is not subject to redemption, insert — The Securities of this series
are not redeemable prior to Stated Maturity.]

       

      [If
applicable, insert — The Indenture contains provisions for defeasance at any
time of [the entire indebtedness of this Security] [and/or] [certain restrictive
covenants and Events of Default with respect to this Security] [, in each case]
upon compliance with certain conditions set forth in the
Indenture.]

       

      [If the
Security is not an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing,
the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.]

       

      [If the
Security is an Original Issue Discount Security, insert — If an Event of Default
with respect to Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal to, insert formula for determining the amount. Upon payment (i)
of the amount of principal so declared due and payable and (ii) of interest on
any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and
interest, if any, on the Securities of this series shall
terminate.]

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      [If the
Security is an indexed security, insert — the appropriate
provision.]

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be adversely
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be adversely affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

       

      No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

       

      The
Securities of this series are issuable only in registered form without coupons
in denominations of $1,000 or integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, no service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.

       

      No
recourse shall be had for the payment of the principal of (or premium, if any)
or the interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer, director
or employee, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes
(subject to Section 3.8 of
the Indenture), whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

       

      All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. The Indenture and this Security shall be
governed by and construed in accordance with the laws of the State of New York
without regard to the conflicts of laws principles thereof.

       

      This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

       

      Dated:

       

      ,

       

      As
Trustee

       

      By:

       

      Authorized
Signatory

       

      
        
          
          

        

        
          A-6